EX-10.10






Exhibit 10.10




AGREEMENT OF LEASE




     Between 109 MORGAN LANE, LLC, a New Jersey limited liability company
(hereinafter referred to as the “Landlord”), and INTEGRA LIFESCIENCES CORPORATION (hereinafter
referred to as the Tenant”).



PREAMBLE




     WHEREAS, Landlord simultaneously herewith purchased the Building, Land and Premises (as such
terms are defined below) pursuant to the Agreement of Sale dated August 21, 2007 between Landlord
and PROVESTCO, INC., a Delaware corporation (the “Prior Landlord”).



     WHEREAS, Tenant and Prior Landlord entered into a Lease dated October 17, 2006, as amended by
the First Amendment to Lease dated as of February 28, 2007 and Second Amendment to Lease dated as
of March 16, 2007 (such lease, as amended, being hereinafter called the “Prior Lease”), pursuant to
which Tenant leased from Prior Landlord 26,750 rentable square feet of floor area described therein
in the Building (the “Initial Space”),



     WHEREAS, Tenant and Landlord desire to enter into this Lease and terminate the Prior Lease
effective as of the date hereof.



     WHEREAS, Landlord and Tenant desire to enter into this Lease pursuant to which Landlord will
lease to Tenant (i) the Initial Space commencing as of May 15, 2008 and (ii) if Landlord has
fulfilled all of its obligations under Sections 44, 45, 46 and 49 during the applicable periods
indicated therein, the remaining 31,261 rentable square feet of space in the Building (the
“Remaining Space”) commencing on April 1, 2009 (the “Move In Date”), unless Landlord contributes to
any delay in Tenant’s ability to move in by such date, in which event the Move in Date shall be
extended one day for every day of Landlord’s delay, all pursuant to the terms, conditions, and
provisions more particularly described herein.



BASIC LEASE PROVISIONS AND DEFINITIONS.




     In addition to other terms elsewhere defined in this Lease, the following terms whenever used
in this Lease should have only the meanings set forth in this section, unless such meanings are
expressly modified, limited or expanded elsewhere herein:



	 	 	 	 	 
	(1)

	 	Date of Lease:
	 	Shall mean as of May 15, 2008.
	 
	 	 	 	 
	(2)

	 	Building:
	 	Shall mean 109 Morgan Lane, Township of
Plainsboro,
Middlesex County, New Jersey
(the “Building”).






 









 






	 	 	 	 	 
	(3)

	 	Land:
	 	Shall mean LOT 24 in Block 2001 as shown on the
Plainsboro Township Tax Records, Middlesex County,
New Jersey (hereinafter referred to as the
“Land”).
	 
	 	 	 	 
	(4)

	 	Premises:
	 	Shall mean the Initial Space and/or the Remaining
Space, as applicable, within the Building (from
the floor slab up, ceiling down and the inside
face of the finished walls) (the “Premises”),
which are shown on the plan attached hereto and
made a part hereof as Exhibit “A”.
	 
	 	 	 	 
	(5)

	 	Term:
	 	Shall mean a term of the Lease of the Premises (or
part thereof) which shall commence on the
applicable Occupancy Date and which shall
terminate on the applicable Termination Date,
provided, however, that Tenant shall have
unrestricted access to the Premises immediately
after the date of the Lease in order to prepare
the Premises, including but not limited to
performing certain work to finish the interior of
the Remaining Space as described herein, for
Tenant’s occupancy thereof by the applicable
Rental Commencement Date.







	(6)	 	Commencement Date: Shall mean as of May 15, 2008 for the Initial Space, and, if Landlord has
fulfilled all of its obligations under Sections 44, 45, 46 and 49 during the time periods
indicated therein as of the Move In Date for the Remaining Space pursuant to the requirements
of this Lease unless Landlord contributes to any delay in Tenant’s ability to move in by such
date. Landlord and Tenant hereby acknowledge and confirm that as of May 15, 2008 (i) the
Prior Lease is hereby terminated and neither Landlord nor Tenant shall owe any further
obligation thereunder to the other and (ii) the Lease dated October 5, 2007 between Landlord
and Tenant relates to the Initial Space and the Remaining Space shall not become effective and
is null and void.
	 
	(7)	 	Occupancy Date: Shall mean May 15, 2008 for the Initial Space, and if the Remaining Space
becomes subject to this Lease pursuant to the conditions specified herein, the Move In Date
for the Remaining Space unless Landlord contributes to any delay in Tenant’s ability to move
in by such date.
	 
	(8)	 	Rental Commencement Date: June 1, 2008 for the Initial Space, and if Landlord has fulfilled
all of its obligations under Sections 44, 45, 46 and 49 during the applicable time periods
indicted therein the Move In Date for the Remaining Space unless Landlord contributes to any
delay in Tenant’s ability to move in by such date.





	 	 	 	 	 
	(9)

	 	Termination Date:
	 	Shall mean May 31, 2018 for both the Initial Space and for the Remaining
Space, unless the term of the Lease is extended by Tenant as provided herein. If Tenant
exercises its option to renew for five years, the termination date shall be the last day of
such five extension period.






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	(10)

	 	Five Year Renewal Option:
	 	Provided that Tenant is not in default of any of Tenant’s
obligations under this Lease, Tenant shall have the right to renew the term of this Lease on
all of the terms and provisions set forth herein (except that the Minimum Rent shall be
adjusted as set forth below) for a period of five years by providing not less than 180 days
advance written notice to Landlord of its election to renew under the terms described herein.






	 	 	 	 	 
	Minimum Rent:
	 	For the Initial Space from June 1, 2008 through May 31, 2018:






	 	 	 	 	 	 	 	 	 	 
	Months	 	 	Monthly Rent	 	 	Annual Rent	 
	1-4	 	 	$	20,062.50	 	 	$	240,750.00	 
	5-16	 	 	$	20,619.79	 	 	$	247,437.50	 
	17-28	 	 	$	21,734.38	 	 	$	260,812.50	 
	29-40	 	 	$	22,848.96               	 	 	$	274,187.50	 
	41-57	 	 	$	24,520.83	 	 	$	294,250.00	 
	58-69	 	 	$	25,256.46	 	 	$	303,077.50	 
	70-81	 	 	$	25,992.08	 	 	$	311,905.00	 
	82-93	 	 	$	26,772.29	 	 	$	321,267.50	 
	94-105	 	 	$	27,597.08	 	 	$	331,165.00	 
	106-117	 	 	$	28,421.88	 	 	$	341,062.50	 
	118-120	 	 	$	28,421.88	 	 	$	341,062.50	 






	 	 	 	 	 
	 

	 	 
	 	For the Remaining Space (if applicable) from the Move In Date through
May 31, 2018: $27,353.38 per month (which is equal to $328,240.56 per
year), as adjusted pursuant to Article 4 of this Lease.






          The Minimum Rent during the renewal term shall be computed in accordance with the provisions
of this Paragraph. In the event the Consumer Price Index for Urban Wage Earners and Clerical
Workers in the City of Philadelphia published by the Bureau of Labor Statistics of the U.S.
Department of Labor (1982-84 equals 100) (hereinafter called the “Price Index”) or a successor or
substitute index appropriately adjusted, reflects an increase in the cost of living in the first
full calendar month of the renewal term of this Lease (the “Adjustment Month”) over and above such
cost of living as reflected by the Price Index as it exists for the first month of the initial term
hereof (hereinafter called the “Base Index”), the Minimum Rent during the renewal term shall be
increased to the amount determined by multiplying the Minimum Rent (applicable to both the Initial
Space and the Remaining Space) provided for the last year of this Lease by a fraction, the
numerator of which shall be the Price Index for the Adjustment Month and the denominator of which
shall be the Base Index. In the event that such determination cannot be made until after the
commencement of the renewal term, the increase of the monthly rental payments due for the months of
the renewal term prior to such determination shall be paid to Landlord upon the date the next
payment of rent is



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due following such determination. In no event shall the Minimum Rent be less than the Minimum
Rent for the last year of the initial term of this Lease.




	 	 	 	 	 
	(11)

	 	Permitted Use:
	 	General office, lab, warehouse and any
other lawfully permitted use.
	 
	 	 	 	 
	(12)

	 	Tenant’s address:
	 	311 Enterprise Drive

Plainsboro, NJ 08536. 
	 
	 	 	 	 
	(13)

	 	Landlord’s address:
	 	c/o Rudner Real Estate, 133-A
Gaither Drive, Mount Laurel, New Jersey 08054.
	 
	 	 	 	 
	(14)

	 	Proportionate Share:	 	 






	 	 	 	 	 
	 

	 	 
	 	Shall mean 46.1% with respect to the Initial Space and 53.9% with
respect to the Remaining Space.






WITNESSETH




     1. DEMISE OF PREMISES. The Landlord does hereby lease and demise to the Tenant, and
the Tenant does hereby hire and take from the Landlord, upon and subject to the covenants,
agreements, terms, provisions and conditions of this Lease, the Premises for the Term. Landlord
represents and warrants that Landlord is the fee owner of the Premises



     2. TERM.



          A. The Term for the Initial Space or the Remaining Space, as applicable, shall commence on
the applicable Occupancy Date and shall end on the applicable Termination Date or date upon which
the Term may be sooner terminated pursuant to the provisions of this Lease or pursuant to law.




     3. RENT.



          A. Minimum Rent (as hereinafter defined) and Additional Rent (as hereinafter defined) and
other charges which shall become due and payable hereunder as set forth herein are sometimes
collectively referred to herein as “Rent.”




          B. All Rent shall be paid to the Landlord at the Landlord’s address, or at such other place or
to such other person as the Landlord may designate, in lawful money of the United States of
America.




          C. The Tenant does hereby covenant and agree to pay the Rent herein reserved as and when the
same shall become due and payable, without demand therefor



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and without any set-off or deduction whatsoever, and to keep and perform, and to permit no
violation of, each and every one of the covenants, agreements, terms, provisions and conditions
herein contained on the part and on behalf of the Tenant to be kept and performed, provided, that
set-off or deduction is allowed in the event that Landlord does not make the required reimbursement
allowance payments to Tenant as described in Section 49.




          D. If the Tenant fails or refuses to pay Rent hereunder and the Landlord institutes suit for
the collection of same or for possession of the Premises, the Tenant agrees to reimburse the
Landlord, as Additional Rent hereunder, for all reasonable expenses incurred by the Landlord in
connection therewith, including, but not limited to, reasonable attorney’s fees. If the payment of
any sum required to be paid by the Tenant to the Landlord under this Lease (including, without
limiting the generality of the foregoing, Rent, adjustments or payments made by the Landlord under
the provisions of this Lease for which the Landlord is entitled to reimbursement by the Tenant)
shall become overdue for ten (10) business days beyond the date on which written notice was given
to Tenant of non-payment of rent due and payable as provided in this Lease, then a delinquency
service charge equal to five (5%) percent of the amount overdue shall become immediately due and
payable to the Landlord as liquidated damages for the Tenant’s failure to make prompt payment.
Further, such delinquency service charge shall be payable on the first day of the month next
succeeding the month during which such late charges become payable as Additional Rent, together
with interest on the amounts overdue from the date on which they become due and payable computed at
the rate of the lower of statutory rate or twelve (12) percent per annum. In the event of
nonpayment of any delinquency service charges and interest provided for above, the Landlord shall
have, in addition to all other rights and remedies, all the rights and remedies provided for herein
and by law in the case of nonpayment of Rent. No failure by the Landlord to insist upon the strict
performance by the Tenant of the Tenant’s obligation to pay late charges shall constitute a waiver
by the Landlord of its rights to enforce the provisions of this Article 3 in any instance
thereafter occurring. The provisions of this Article 3 shall not be construed in any way to extend
any notice period provided for in this Lease.




          E. Whenever in this Lease the Tenant is required to pay Additional



Rent or other charges to the Landlord, the Landlord shall have all remedies for the collection
thereof that it may have for the nonpayment of Minimum Rent hereunder.




          F. This Lease is intended to be a Net, Net, Net Lease and the Rent reserved hereunder shall be
absolutely net to Landlord, except where otherwise specifically set forth herein.




     4. MINIMUM RENT



          A. Minimum Rent shall be payable in advance without demand in monthly payments on the first
day of each and every calendar month during the Term. Minimum Rent shall not commence until the
applicable Rental Commencement Date. If the Rental Commencement Date shall be on a day other than
the first day of the month,



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Tenant shall pay in advance a pro rata portion of Minimum Rent for balance of such month and
thereafter commence the payment of the full monthly Minimum Rent on the first day of the next month
following the Rental Commencement Date.




          B. In the event the Tenant extends the Term of the Lease as provided in Article 2 of this
Lease, the Minimum Rent during the Term of the exercised Renewal Option shall be as set forth in
paragraph 2.B.




     5. ADDITIONAL RENT



          A. Commencing on the Move In Date, unless Landlord contributes to any delay in Tenant’s
ability to move in by such date, the Additional Rent (as hereinafter defined) and other charges
shall become due and payable hereunder as hereinafter specifically provided. The Additional Rent
for the Term of the Lease shall initially be estimated to be $3.63 per square foot or $97,102.50
per annum for the Initial Space which Tenant shall remit to Landlord in monthly payments of
$8,091.88 on account of the Additional Rent, commencing on the Move In Date, unless Landlord
contributes to any delay in Tenant’s ability to move in by such date and, if the conditions for the
Remaining Space becoming subject to this Lease are satisfied during the applicable time periods
indicated herein, the estimated $3.63 per square foot or $113,477.43 per annum for the Remaining
Space which Tenant shall remit to Landlord in monthly payments of $9,456.45, commencing on January
1, 2009 on account of the Additional Rent. “Additional Rent” shall mean Taxes, Operating Expenses
and other charges due to Landlord from Tenant hereunder.




          B. As used herein, and for the purposes of this Article:




               (1) “Taxes” shall mean real estate taxes and assessments, special or otherwise,
assessments, and other governmental charges, whether general or special, ordinary and
extraordinary, unforeseen as well as foreseen, of every kind and nature, levied upon or assessed
against the Premises imposed by Federal, State or local governments (but shall not include income,
franchise, capital stock, estate or inheritance taxes or taxes based on receipts of rentals, unless
the same shall be in substitution for or in lieu of a real estate tax or assessment) and any
personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and
appurtenances in, upon or used in connection with the Building and Land for the operation thereof,
provided that if, because of any change in the method of taxation of real estate, any other or
additional tax or assessment is imposed upon the Landlord or upon or with respect to the Land
and/or Building or the Rents or income therefrom, as or in substitution for or in lieu of any tax
or assessment which would otherwise be a real estate tax, or personal property tax of the type
referred to above, such other tax or assessment shall also be deemed a real estate tax. Any
association or governmental charges which benefit the Premises beyond the term of this Lease shall
be allocated between Landlord and Tenant.



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NOTE: Tenant shall only be responsible for taxes/special assessments that are incurred during the
actual lease term and for that portion that Tenant benefits from during the Term.




               (2) “Operating Expenses” shall mean and include those actual expenses incurred by the Landlord
in accordance with the terms of this Lease in respect to the operation, maintenance, insuring and
safekeeping of the Premises, except as set forth hereinbelow, in accordance with accepted
principles of sound management and accounting practices as applied to the operation, maintenance,
insuring and safekeeping of the Premises, including all utility, sewer and water, maintenance of
the roof and structural components of the building and other charges not billed directly to and/or
paid directly by the Tenant. Operating Expenses shall not include:




	 	(1)	 	The cost of any items which under generally accepted
accounting principles consistently applied are properly classified as capital
expenditures for replacements as opposed to repairs which shall at all times
be included in Operating Expenses.
	 
	 	(2)	 	Leasing commissions, costs, disbursements, and other expenses
incurred for leasing, renovating, or improving space for tenants.
	 
	 	(3)	 	Costs (including permit, license, and inspection fees)
incurred in renovating, improving, decorating, painting, or redecorating
vacant space or space for tenants.
	 
	 	(4)	 	Landlord’s cost of electricity or other service sold to
tenants for which Landlord is to be reimbursed as a charge over the base rent
and additional rent payable under the lease with that tenant.
	 
	 	(5)	 	Costs incurred by Landlord for alterations that are
considered capital improvements and replacements under generally accepted
accounting principles consistently applied.
	 
	 	(6)	 	Depreciation and amortization on the Building.
	 
	 	(7)	 	Costs of a capital nature including capital improvements,
capital repairs, capital equipment, and capital tools, as determined under
generally accepted accounting principles consistently applied.
	 
	 	(8)	 	Costs incurred because the Landlord or another tenant
violated the terms of any lease.
	 
	 	(9)	 	Overhead and profit paid to subsidiaries or affiliates of
Landlord for management or other services on or to the Enterprise Business
Center or for supplies or other materials, to the extent that the costs of the
services, supplies, or materials exceed the competitive costs of the services,
supplies, or materials were they not provided by a subsidiary or affiliate.




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	 	(10)	 	Interest on debt or amortization payments on mortgages or
deeds of trust or any other debt for borrowed money.
	 
	 	(11)	 	Compensation paid to clerks, attendants, or other persons in
commercial concessions operated by Landlord.
	 
	 	(12)	 	Rentals and other related expenses incurred in leasing air
conditioning systems, elevators, or other equipment ordinarily considered to
be of a capital nature, except equipment used in providing janitorial services
that is not affixed to the Building.
	 
	 	(13)	 	Items and services for which Tenant reimburses Landlord or
pays third parties or that Landlord provides selectively to one or more
tenants of the Building other than Tenant without reimbursement.
	 
	 	(14)	 	Advertising and promotional expenditures.
	 
	 	(15)	 	Repairs or other work needed because of fire, windstorm, or
other casualty or cause insured against by Landlord or to the extent
Landlord’s insurance required under this Lease would have provided insurance,
whichever is the greater coverage.
	 
	 	(16)	 	Costs incurred in operating the parking facilities for the
Building except to the extent the cost of operating the parking facilities
exceeds the revenues generated from operating the parking facilities.
	 
	 	(17)	 	Nonrecurring costs incurred to remedy structural defects in
original construction materials or installations.
	 
	 	(18)	 	Any costs, fines, or penalties incurred because Landlord
violated any governmental rule or authority.
	 
	 	(19)	 	Costs incurred to test, survey, cleanup, contain, abate,
remove, or otherwise remedy hazardous wastes or asbestos containing materials
from the Enterprise Business Center unless the wastes or asbestos containing
materials were in or on the Enterprise Business Center because of Tenant’s
negligence or intentional acts.
	 
	 	(20)	 	Costs of acquiring, leasing, restoring, insuring or
displaying sculptures, paintings and other objects of art located within the
Building.
	 
	 	(21)	 	Other expenses that under generally accepted accounting
principles consistently applied would not be considered normal maintenance,
repair management, or operation expenses.




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The Tenant shall pay to Landlord its Proportionate Share of all Taxes, Water and Sewer, Utilities
(if not separately metered), Insurance, and Operating Expenses pursuant to Section 5 of the Lease.
Tenant shall pay for the cost of Trash removal based upon Tenant’s actual use.



Notwithstanding anything set forth in this Lease to the contrary, upon not less than (60) days
prior written notice to Landlord, subject to the provisions set forth herein, Tenant shall have
the right to assume the Landlord’s obligation to maintain the common areas of the Building and
Land, including, but not limited to lighting, cleaning the Building exterior and common areas of
the Building interior, trash removal and recycling, repairs and maintenance of the storm water
management system, policing and regulating traffic to and from the Land, fire suppression and alarm
systems, removing snow, ice and debris and maintaining all landscape areas, (including replacing
and replanting flowers, shrubbery and trees), maintaining and repairing all other exterior
improvements on the Land, all repairs and compliance costs necessitated by laws (the “Common Area
Obligations”). If Tenant exercises its right to assume the Common Area Obligations, the costs
incurred by Tenant in connection with the Common Area Obligations, together with the administrative
costs associated therewith shall be excluded from the Operating Expenses. If Tenant exercises its
right to assume the Common Area Obligations, Tenant shall (i) perform the Common Area Obligations
and maintain the Building and Land in a manner at least consistent with the manner in which
Landlord performed the Common Area Obligations prior to the time that Tenant exercised its rights
under this Section , (ii) release Landlord of and from all loss, cost, damage and expense arising
from or in any way related to the Common Area Obligations, and (iii) indemnify, defend and save
Landlord harmless from and against all loss, cost, damage or expense (including attorneys fees and
costs) arising from or in any way related to the Common Area Obligations and Tenant’s obligations
relating to the Common Area Obligations.




          C. Taxes




               (1) The Tenant agrees that, commencing January 1, 2009 and continuing thereafter during the
Term of this Lease, Tenant will pay monthly as Additional Rent, together with the monthly payments
of Minimum Rent, an amount equal to one-twelfth (1/12th) of its share of the Taxes that
are applicable to the percentage of space in the Building that is covered by the Lease as of such
date. The sum shall be due and payable on an estimated basis in monthly installments, which shall
be reasonably determined by the Landlord, until the actual sum is known, at which time an
adjustment shall be made. Provided, however, with the Landlord’s consent, which consent shall not
be unreasonably withheld, delayed or conditioned, Tenant shall have the right to institute a
proceeding challenging the amount of the real estate assessment for the Premises which, if
instituted, Tenant or its designees shall conduct promptly, at its own expense, and free of any
expense to Landlord, and if necessary in the name of and with the cooperation of the Landlord and
Landlord shall execute all documents necessary to accomplish the foregoing. Notwithstanding the
foregoing, Tenant shall promptly pay the then current Taxes when due as provided hereunder. The
Landlord shall not be obligated to bring any action seeking a reduction in the assessment, and
Landlord shall not be in any way liable



9









 







to Tenant in the event any such action by Landlord or Tenant results in an increase in the
assessment.



               (2) If at any time during the Term of this Lease, under the laws of the State of New Jersey,
or any political subdivision thereof, a tax on Rents is assessed against the Landlord, as a
substitution in whole or in part, for a real estate tax, assessment, water rent, rate or charge,
sewer rent, or other governmental imposition or charge with respect to the Premises, Tenant shall
pay its share of same.



          D. Water and Sewer. The Tenant shall pay monthly, as Additional Rent, all charges for
water and sewer attributable to the Premises. If there are separate meters installed to monitor
Tenant’s use of water and sewer, Tenant shall be responsible for its actual use as determined by
the meter and same shall immediately be paid by Tenant as Additional Rent when billed as aforesaid.




          E. Utilities and Trash. All utility services used by Tenant at the Premises shall be
separately metered, and Tenant shall arrange to have the utilities billed in its own name and shall
pay all charges thereof directly to the utility company furnishing the services. Trash removal
from the Premises in containers provided by Landlord shall be Landlord’s responsibility and the
cost thereof shall part of the Operating Expenses. Removal of all samples shall be Tenant’s
responsibility, shall be at Tenant’s sole expense and, Tenant shall not remove or dispose of any
hazardous substance or waste except in accordance with Article 11 hereof at its sole expense.




          F. Insurance.





          (i) Landlord’s Insurance. Landlord shall, during the Term of the Lease,
procure and keep in force the following insurance, the cost of which will be deemed
Additional Rent payable by Tenant in its Proportionate Share pursuant to this Lease:




               (a) Property insurance insuring the Premises and improvements (excluding foundations)
against loss or damage resulting from perils covered by the causes of loss — special form
(or the equivalent ISO form in use from time to time in the state where the Premises is
located) including rental income insurance (i.e., loss of rents and/or income insurance)
for a period of not less than 12 months. Such coverage, if applicable, shall be written on
a replacement cost basis in the full insurable replacement value of the Premises and
improvements with an agreed amount endorsement to prevent coinsurance and shall cover all
equipment, fixtures or tenant improvements other than trade fixtures and personal property
which are owned by Tenant or any third parties located on or in the Premises.




               (b) Commercial general liability insurance (or the equivalent ISO form in use from
time to time in the state where the Property is located), naming Tenant as an additional
insured, providing coverage against any and all claims for bodily injury and property
damage occurring in or about the



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Building or the Land. Such insurance shall have the combined single limit of not less than
One Million Dollars ($1,000,000) per location with a Two Million Dollars ($2,000,000) per
occurrence aggregate limit.




               (c) Such other insurance as Landlord deems necessary and prudent and carried by owners
of similar properties in the Mercer County, NJ, area, or as required by Landlord’s
mortgagees encumbering the Land.




     (ii) Tenant’s Insurance. Tenant shall, during the Lease Term, procure and
keep in force the following insurance:




          (a) Commercial general liability (hereinafter referred to as “CGL”) insurance (or the
equivalent ISO form in use from time to time in the state where the Premises is located)
naming Landlord, Landlord’s managing agent for the Premise, if any, and, if requested,
Landlord’s mortgage lender, as additional insured parties, providing coverage against any
and all claims for bodily injury and property damage occurring in, or about the Premises,
Building and Land arising out of use and occupancy of the Premises by Tenant or its agents,
employees or invitees. Such insurance shall have a combined single limit of not less than
One Million Dollars ($1,000,000) per occurrence with Two Million Dollars ($2,000,000)
aggregate limit and an excess umbrella liability insurance (following form) in the amount
of Ten Million Dollars ($10,000,000). If Tenant has other locations that it owns or leases
the policy shall include an aggregate limit per location endorsement. Such liability
insurance shall be primary and not contributing to any insurance available to Landlord and
Landlord’s insurance shall be in excess thereto. In no event shall the limits of such
insurance be considered as limiting the liability of Tenant under this Lease and the
minimum limits of coverage set forth in this Lease shall not be construed to limit the
coverage available to any additional insured party to an amount which is less than the full
policy limit(s) of all applicable policies actually carried by Tenant. Notwithstanding any
limits of liability set forth herein or shown on any certificate/evidence of insurance,
Landlord shall be entitled to additional insured status on all liability insurance
maintained by Tenant.




          (b) Property insurance insuring all equipment, trade fixtures, inventory, fixtures and
other personal property located on or in the Premises (hereinafter referred to as the
“Insured Personalty”) for perils covered by the cause of loss — special form (or the
equivalent ISO form in use from time to time in the state where the Premises is located).
Such insurance shall be written on a replacement cost basis in an amount equal to the full
insurable value of the aggregate of the Insured Personalty and with an agreed amount
endorsement to prevent co-insurance.




          (c) Workers’ compensation insurance in accordance with statutory law.




     (iii) Miscellaneous Requirements.



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          (a) The policies required to be or otherwise maintained by the parties shall be issued
by companies rated A (X) or better in the most current issue of Best’s Insurance Reports.
Insurers shall be admitted insurers in the state in which the Premises is located, and
domiciled in the USA. Any deductible or retention amounts under any insurance policies
required hereunder shall not exceed $ 10,000.00 as to property and business insurance, and
$10,000.00 as to liability insurance. Certified copies of the policies, or (i) Certificate
of Insurance (ACORD 25) for liability and Evidence of Insurance (ACORD 27 and/or ACORD 28 )
as to property insurance or (ii) a binder (ACORD 13) followed before expiration of the
binder by a copy of the declarations page(s) of the policy with a schedule of all
endorsements, shall be delivered to Landlord prior to the Commencement Date and annually
thereafter at least thirty (30) days prior to the expiration date of the old policy. In
addition, Tenant shall deliver copies of any endorsements requested by Landlord. Such
forms shall indicate applicable deductibles, retention, coverage and sub-limits of coverage
and shall contain an endorsement each of the insurance companies named thereon adding any
additional insured party(ies) required herein. Tenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to the terms hereof in a blanket
policy(ies), provided each such blanket policy expressly affords coverage to the Property,
and to the Landlord and other parties as required by this Lease.




          (b) Each policy of insurance required to be or otherwise maintained by Tenant shall
provide written notification to Landlord and any other additional insured party at least
thirty (30) days prior to any cancellation or modification to reduce the insurance
coverage.




          (c) In the event Tenant does not purchase the insurance required by this Lease or keep
the same in full force and effect, Landlord may, but shall not be obligated to purchase the
required insurance or such lesser alternative insurance coverage as Landlord may elect, and
pay the premium therefor. Tenant shall repay to Landlord, as Additional Rent, the amount
so paid promptly upon demand plus an administrative fee of 15% of such premium. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as Additional Rent,
any and all reasonable expenses (including attorneys’ fee) and damages which Landlord may
sustain by reason of the failure of Tenant to obtain and maintain such insurance and/or
efforts to obtain same from Tenant or from other sources.




          (d) Tenant’s CGL policy shall be primary as to any occurrence on the Premises and
Landlord’s CGL policy shall be primary as to any occurrence elsewhere in the Building or on
the Land.



          G. Operating Expenses.




               (1) The Additional Rent charges for the Operating Expenses for the Initial Space and, if
applicable, for the Remaining Space shall be reasonably estimated on a monthly basis, and such
monthly estimate shall be payable commencing



12









 







on January 1, 2009 and thereafter with the monthly payment of Minimum Rent and other Additional
Rent. An adjustment to the estimated payments shall be made by the Landlord each year after the
actual cost and expense of the Operating Expenses of the prior year is known and any overpayments
shall be credited against the next months’ Additional Rent payments due hereunder. Any
underpayments shall be paid by the Tenant to the Landlord within the next month’s Additional Rent
payment next due hereunder, subject to any grace period set forth hereunder.



               (2) Landlord shall give Tenant each calendar year during the Term of this Lease by April 1 of
each year, a statement showing the amount of the Operating Expenses for the Initial Space and for
the Remaining Space for the immediately preceding calendar year and an estimate of Tenant’s annual
cost for the current year (hereafter referred to as the “Statements”) for the Initial Space and for
the Remaining Space. Failure by Landlord to give a Statement shall not constitute a waiver by
Landlord of its right to require Tenant’s payment of the previous year’s Operating Expenses.
Provided, however, if the Statement for the previous year is not given to Tenant by July 1 of each
year during the Term, Tenant shall not be obligated to pay Operating Expenses until a Statement is
given to Tenant.



               (3) If the Tenant shall dispute in writing any specific item or items or amounts included by
the Landlord in any Statement furnished by the landlord to the Tenant and such dispute is not
amicably settled between the Landlord and the Tenant within one hundred eighty (180) days after the
Statement therefor has been rendered, either party may, during the one hundred eighty (180) days
next following the expiration of the first mentioned one hundred eighty (180) days (upon written
notice to the other party accompanied by a copy of its letter of submission setting forth the items
of dispute) refer such disputed item or items to arbitration in accordance with Article 36 of this
Lease and the decision rendered in such arbitration shall be conclusive and binding upon the
Landlord and the Tenant. In no event, however, shall any dispute or the submission of same to
arbitration be grounds for any delay or reduction by the Tenant in the payment of the monies due to
the Landlord as reflected in the Statement in question, except as set forth hereinabove. The
Landlord shall have the right, for a period of twelve (12) months after the rendering of any
Statements (or for a longer period, if reasonably required in order to ascertain the facts) to send
corrected Statements to the Tenant, and the Tenant shall pay any amount indicated therein to be due
to the Landlord within one hundred twenty (120) days after such corrected Statement has been
rendered. If the Tenant shall not so dispute any item or items of any Statement or corrected
Statement within sixty (60) days after such Statement or corrected Statement has been rendered, the
Tenant shall be deemed to have approved such Statement or corrected Statement.



               (4) The Landlord shall keep, for a period of one (1) year after Statements are rendered as
provided in this Article 5.G., records in reasonable detail of the items covered by such Statements
and shall permit the Tenant, upon the giving of reasonable prior notice, to examine and audit such
records to verify such Statements, at reasonable times during business hours.



13









 





     6. [Intentionally Omitted.]



     7. POSSESSION AND COMPLETION. The Landlord anticipates delivery of possession of the
Premises to the Tenant on the applicable Occupancy Date. Notwithstanding anything contained herein
to the contrary, Landlord shall deliver the Premises to the Tenant on the applicable Occupancy Date
in the condition required under this Lease. Tenant shall thereafter be responsible to perform the
improvements to the Remaining Space described herein. Tenant shall pay Minimum Rent for the
Premises or part thereof commencing on the applicable Rental Commencement Date and shall pay
Additional Rent for the Premises or part thereof commencing on January 1, 2009. Notwithstanding
the immediately preceding sentence, Tenant agrees to pay for any and all Utilities and Trash
pursuant to Section 5.E. beginning on the applicable Occupancy Date.



     8. USE OF PREMISES.



          A. The Premises shall be used and occupied only for the Permitted Use and for no other use or
purpose without the Landlord’s prior written reasonable consent. The Tenant shall not use or
permit the use of the Premises or any part thereof in any way which would violate any Certificate
of Occupancy for the Building or any of the covenants, agreements terms, provisions and conditions
of this Lease or for any unlawful purposes or in any unlawful manner and the Tenant shall not
suffer or permit the Premises or any part thereof to be used in any manner or anything to be done
therein or suffer or permit anything to be brought into or kept in the Premises which, in the
reasonable judgment of the Landlord, shall in any way impair the character, reputation or
appearance of the Building, impair or interfere with any of the Building services or the proper and
economic heating, cleaning, air conditioning or other servicing of the Building required to be
performed by the Landlord, if any.




          B. If any governmental license or permit shall be required for the proper and lawful conduct
of the Tenant’s business or other activity carried on in the Premises, and if the failure to secure
such license or permit would, in any way, affect the Landlord, the Tenant, at the Tenant’s expense,
shall duly procure and thereafter maintain such license or permit and submit the same to inspection
by the Landlord. The Tenant, at the Tenant’s expense, shall, at all times, comply with the terms
and conditions of each such license or permit.




          C. If by reason of failure of the Tenant to comply with the provisions of this Lease,
including but not limited to, the manner in which the Tenant uses or occupies the Premises, the
insurance rates shall at the commencement of the Term or at any time thereafter be higher than it
otherwise would be, then, the Tenant shall reimburse the Landlord, as Additional Rent hereunder,
for that part of all insurance premiums thereafter paid or incurred by the Landlord, which shall have been charged because of such failure
or use by the Tenant, and the Tenant shall make such reimbursement upon the first day of the month
following the billing to the Tenant of such additional cost by



14









 






the Landlord. To the best of Landlord’s knowledge, Tenant’s Permitted Use shall not, at this time,
result in any additional insurance premiums.




     9. REPAIRS, REPLACEMENTS, ALTERATIONS.



          A. The Tenant shall take good care of the Premises and the fixtures and appurtenances
therein. The Tenant shall make, at its own expense, all repairs and replacements required to keep
the Premises and fixtures exclusively servicing the Premises in good working order and condition.
The Tenant shall maintain, at its own expense, all light bulbs, fluorescent tubes, and lighting
fixtures in the Premises. Tenant shall maintain the HVAC systems in good working order and engage
a service company on an annual basis to provide regular and routine maintenance of the HVAC systems
servicing the Building. All repairs made by the Tenant shall be at least equal in quality to the
original work. The Tenant1 shall not make any significant installations, alterations,
additions or improvements in or to the Premises without first obtaining the Landlord’s written
consent thereto (which consent may be arbitrarily withheld with respect to any proposed structural
or mechanical alterations or additions). All alterations, decorations, installations, additions
or improvements upon the Premises made by Tenant and consented to by Landlord, or made by Landlord
(including but not limited to, paneling, partitions, railings, and the like), except the Tenant’s
movable fixtures and furniture, shall become the property of the Landlord and shall remain upon,
and be surrendered with the Premises, as a part thereof, at the end of the Term.




          B. In the event the Tenant makes any repairs, replacements, or alterations in or to the
Premises, any contractors or subcontractors employed by the Tenant shall employ only such labor as
will not result in jurisdictional disputes with any labor unions or in strikes against or involving
the Landlord or the Building. The Tenant will inform the Landlord, in writing, of the names of
contractors and/or subcontractors the Tenant proposes using to do work in its behalf within the
Building at least seven (7) days prior to the beginning of any permitted work.




          C. Landlord hereby covenants and agrees that, notwithstanding anything contained in this
Section 9 or otherwise in the Lease to the contrary, the Tenant shall have the right to erect a
block sign on the Building, which block sign shall be substantially similar to the block sign
erected by Tenant at the building located at 311 Enterprise Drive with respect to form, substance
and location.




          D. If Landlord shall rent any space in the Building to any other tenant, then prior to the
lease of such space to such tenant, Landlord shall, at Landlord’s sole cost and expense, construct
any and all walls necessary to divide the space being leased to the new tenant from the Premises,
or any part thereof, and such walls shall be constructed from the floor slab up to the ceiling, in
a good and workmanlike manner and in






 




			
	1	 	Tenant shall have the right without Landlord’s approval
to do up to $10,000 worth of work per year. Unless Landlord agrees to Tenant’s
changes in writing, Landlord shall have the right to require Tenant to place,
at its own cost and expense, the Premises back into its original condition upon
termination or expiration.




15









 









accordance with all applicable rules, regulations, laws, ordinances, statutes and requirements of
all government authorities, including the fire insurance rating organization and Board of Fire
Underwriters and any similar bodies having jurisdiction thereof.




          E. Tenant intends to make certain alterations at the Premises of which Tenant shall obtain
Landlord’s consent, and Landlord agrees that Landlord shall not unreasonably withhold, condition,
or delay such consent. Neither the fit out nor the alterations shall be required by Landlord to be
removed from the Premises by Tenant at the end of the term.




     10. TENANT COVENANTS. The Tenant covenants and agrees that the Tenant will:



          A. Faithfully observe and comply with the Rules and Regulations. Nothing contained in this
Lease shall be construed to impose upon the Landlord any duty or obligation to enforce the Rules
and Regulations.




          B. The phrase “Rules and Regulations” as used in this Lease shall mean all such rules,
regulations, statutes and/or laws that are created, enacted and/or instituted by any governmental
authority (federal, state, county or local) having the authority to do so and which Rules and
Regulations apply to the operation, maintenance, use, appearance and/or safety with respect to the
Land, the Building and/or Premises, and such additional reasonable rules and regulations as the
Landlord hereafter at any time or from time to time may make and apply to all tenants of the
Building and may communicate in writing to the Tenant, which, in the reasonable judgment of the
Landlord, shall be necessary or desirable for the reputation, safety, care or appearance of the
Land, Building and/or the Premises, or the preservation of good order therein, or the operation,
maintenance, insurance or safekeeping of the Land, Building and/or the Premises, or the equipment
thereof, or the comfort, quiet and convenience of tenants or others in the Enterprise Business
Center; provided, however, that in the case of any conflict between the provisions of this Lease
and any such Rules and Regulations, the provisions of this Lease shall control.




          C. Permit the Landlord and any mortgagee of the Building or of the Building and the Land or of
the interest of the Landlord therein and any lessor under any ground or underlying lease, and their
representatives, to enter the Premises at all reasonable hours with reasonable advanced notice, for
the purposes of inspection, or of making repairs, replacements or improvements in or to the
Premises or the Building or equipment, or of complying with any laws, orders, and requirements of
governmental or other authority or of exercising any right reserved to the Landlord by this Lease
(including the right during the progress of any such repairs, replacements or improvements or while
performing work and furnishing materials in connection with the compliance with any such laws,
orders or requirements to keep and store within the Premises all necessary materials, tools and
equipment). Nothing herein contained, however, shall be deemed or construed to impose upon the
Landlord or any mortgagee of the Landlord’s interest in the Land and/or Building, any obligation,
responsibility or



16









 






liability whatsoever for the care, supervision or repair of the Premises or the Building or any
parts thereof other than as specifically herein provided.




          D. Not bring or keep in the Premises any property other than such as might normally be brought
upon or kept in the Premises as an incident to the reasonable use of the Premises for the purposes
herein specified.




          E. Not violate, or permit the violation of, any reasonable conditions imposed by the
Landlord’s insurance carriers of which conditions Tenant receives written notice thereof, and not
do anything or permit anything to be done, or keep anything or permit anything to be kept, in the
Premises, which would increase the insurance rates on the Building or the property therein, or
which would result in insurance companies of good standing refusing to insure the Building or any
such property in amounts and against risks as reasonably determined by the Landlord.




          F. Permit the Landlord, during business hours, with reasonable advanced notice, within the six
(6) month period next preceding the Termination Date with respect to all or any part of the
Premises, to show the same to prospective new tenants.




          G. Quit and surrender the Premises at the termination of this Lease broom clean and in good
condition and with all installations, alterations, additions, and improvements, including
partitions which may have been installed by either of the parties upon the Premises (except that
the Tenant’s removable fixtures and furniture shall remain the Tenant’s property and the Tenant
shall remove the same), ordinary wear and tear from reasonable use and damages caused by fire or
other casualty or condemnation excepted. The Landlord and the Tenant specifically agree that,
notwithstanding anything in this Lease to the contrary, the Tenant shall not be required to remove
any alterations, installations, additions or improvements made by the Tenant upon the Premises nor
to restore the Premises to its original condition prior to the Termination Date. The Tenant’s
obligations to observe and perform this covenant shall survive the termination of this Lease.




          H. At any time and from time to time upon not less than ten (10) days’ prior notice by the
Landlord to the Tenant, execute, acknowledge and deliver to the Landlord, or to anyone the Landlord
shall designate, a statement of the Tenant (or if the Tenant is a corporation, an appropriate
officer of the Tenant) in writing certifying that (i) the Tenant has accepted the Premises, has
made no advancements for or on behalf of the Landlord for which it has the right to conduct from or
offset against future rentals as of the date of certification and the dates to which Rent has been
paid in advance, if any, (ii) this Lease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as modified and stating the
modifications), (iii) the Tenant is in full and complete possession, (iv) the Tenant has not
discharged or used and does not discharge or use any hazardous or toxic substance or waste at the
Premises which is not properly discharged or used, and (v) whether or not, to the best knowledge of
the signer of such Certificate, the Landlord is in default in performance of any covenant,
agreement, term, provision or condition contained in this Lease and, if so,



17









 






specifying each such default of which the signer may have knowledge; it being intended that any
such statement delivered pursuant hereto may be relied upon by any lessor under any ground or
underlying lease, or any lessee or mortgagee, or any prospective purchaser, lessee, mortgagee, or
assignee of any mortgage of the Building and/or the Land or of the Landlord’s interest therein.




          I. Except for the willful or negligent acts of the Landlord, its agents or employees,
indemnify, defend and hold harmless the Landlord against and from any and all claims by or on
behalf of any person or persons, firm or firms, corporations, arising from the conduct or
management of or from any work or thing whatsoever done by or on behalf of the Tenant in or about
the Premises as well as from the use and occupancy of the Premises by the Tenant, and further
indemnify, defend and hold the Landlord harmless against and from any and all claims arising from
any breach or default on the part of the Tenant in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to the terms of this Lease, or arising from any act
or negligence of the Tenant, or any of its agents, contractors, servants, employees or licensees,
and from and against all costs, counsel fees, expenses and liabilities incurred in or about any
such claim or action or proceeding brought thereon; and in case any action or proceeding be brought
against the Landlord by reason of any such claim, the Tenant, upon notice from the Landlord,
covenants to resist or defend at the Tenant’s expense such action or proceeding by counsel
reasonably satisfactory to the Landlord.




          J. At the request of the Landlord only, the Tenant will execute a memorandum of lease for
recording purposes containing references to such provisions of this Lease as the Landlord, in its
sole discretion, shall deem necessary.




11. ENVIRONMENTAL COMPLIANCE.




          A. The Tenant shall, subject to the provisions of subparagraph B below, comply with the
Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated
thereunder and any successor legislation and regulations (“ISRA”). The Tenant shall, subject to
the provisions of subparagraph B below, make all submissions to, provide all information to, and
comply with all requirements of, the Industrial Site Evaluation or its successor (“Element”) of the
New Jersey Department of Environmental Protection or its successors (“NJDEP”).




          B. The Tenant’s obligations under this Article 11 shall arise if there is any closing,
terminating or transferring of operations of an industrial establishment at the Premises pursuant
to ISRA, whether triggered by the Landlord or the Tenant. If triggered by the Tenant, the Landlord
agrees to pay the cost of any inspection, removal and/or cleanup required by the New Jersey
Department of Environmental Protection as a result of any condition predating the Tenant’s
occupancy of the Premises such as but not limited to asbestos, transformers, discharges from
underground storage tanks, etc. In the event the Landlord should sell the Premises or the Premises
should be otherwise sold or transferred pursuant to ISRA, or compliance with ISRA is triggered by
Landlord, the Landlord shall assume all of the obligations set forth in subparagraph A above at its
own



18









 






expenses except that the Tenant agrees to provide the Landlord with any information relating to the
Tenant’s operations that may be required in order to fulfill such obligations and the Tenant shall
pay the cost of any inspection, removal and/or cleanup required by the NJDEP as a result of any
condition arising only out of Tenant’s occupancy of the Premises.




          C. Provided this Lease is not previously canceled or terminated by either party or by
operation of law, the Tenant shall commence its submission to the Element in anticipation of the
end of the Lease Term no later than the dates provided for in the provisions of this Lease. The
Tenant shall promptly furnish to the Landlord true and complete copies of all documents,
submissions, correspondence and oral or written communications provided by Tenant to the Element,
and all documents, reports, directives, correspondence and oral or written communications by the
Element to the Tenant. The Tenant shall also promptly furnish to the Landlord true and complete
copies of all sampling and test results and reports obtained and prepared from samples and tests
taken at and around the Premises. The Tenant shall notify the Landlord in advance of all meetings
scheduled between the Tenant and NJDEP, and the Landlord may attend all such meetings.




          D. Should the Element or any other division of NJDEP determine that a cleanup plan be
prepared and that a cleanup be undertaken because of a spill or discharge of a hazardous substance
or waste by the Tenant at the Premises which occurred during the Term, then in such event, the
Tenant shall, at the Tenant’s own expense, promptly prepare and submit the required plans and
financial assurances and shall promptly carry out the approved plans.




          E. If required by the Element, at no expense to the Landlord, the Tenant shall promptly
provide all information requested by the Landlord or NJDEP for preparation of a nonapplicability
affidavit, de minimis quantity exemption application, limited conveyance application or other
submission and shall promptly sign such affidavits and submissions when requested by the Landlord
or NJDEP.




          F. Should the Tenant’s operations at the Premises be outside of those industrial operations
covered by ISRA, no later than six (6) months prior to expiration of the Lease or any renewal or
extension thereof or any closing, terminating, or transfer of operations of the Tenant’s
operations, the Tenant shall, at the Tenant’s own expense, obtain a letter of nonapplicability or
de minimis quantity exemption from the Element prior to termination of the Term and shall promptly
provide the Tenant’s submission and the Element’s exception letter to the Landlord. Should the
Tenant not obtain a letter of nonapplicability or de minimis quantity exemption from the Element,
then the Tenant shall, at the Landlord’s option, hire a consultant satisfactory to the Landlord to
undertake investigation at the Premises sufficient to determine whether or not the Tenant’s
operations have resulted in a spill or discharge of a hazardous substance or waste at or around the
Premises. The cost of this investigation shall be borne by the Tenant.




19









 








          G. If the Tenant fails to obtain either: (i) a nonapplicability letter; (ii) a de minimis
quantity exemption; (iii) a negative declaration; or (iv) final approval of cleanup; (collectively
referred to as “ISRA Clearance”) from the Element; or fails to clean up the Premises pursuant to
subparagraph F above, prior to the expiration or earlier termination of the Term, then upon the
expiration or earlier termination of the Term, the Landlord shall have the option either to
consider the Lease as having ended or to treat the Tenant as a holdover tenant in possession of the
Premises. If the Landlord considers the lease as having ended, then the Tenant shall nevertheless
be obligated to promptly obtain ISRA Clearance and to fulfill the obligations set forth in
subparagraph F above. If the Landlord treats the Tenant as a holdover tenant in possession of the
Premises, until such time as the Tenant obtains ISRA Clearance and fulfills its obligations under
subparagraph F above, and during the holdover period all of the terms of this Lease shall remain in
full force and effect in addition to all statutory remedies available to the available to the
Landlord.




          H. The Tenant represents and warrants to the Landlord that the Tenant intends to use the
Premises solely for the Permitted Use, which operations have the North American Industrial
Classification Number as defined by the most recent edition of the North American Industrial
Classification Manual published by the Federal Executive Office of the President, Office of
Management and Budget . The Tenant represents that the Tenant’s use and occupancy of the Premises
shall not involve in any way the use or creation of hazardous substances or containments. The
Tenant’s use of the Premises shall be restricted to the classifications set forth above unless the
Tenant, obtains the Landlord’s prior written consent to any change in the Permitted Use of the
Premises. Prior to the Commencement Date, the Tenant shall supply to the Landlord an affidavit of
an officer of the Tenant (“Officer’s Affidavit”) setting forth the Tenant’s NAICS number and a
detailed description of the operations and processes the Tenant will undertake at the Premises,
organized in the form of a narrative report. Following Commencement Date, the Tenant shall notify
the Landlord by way of Officer’s Affidavit as to any changes in the Tenant’s operation, NAICS
number or use or generation of hazardous substances and wastes, including a description and
quantification of hazardous substances and wastes to be generated, manufactured, refined,
transported, treated, stored, handled or disposed of at the Premises. Notwithstanding the
foregoing, Landlord acknowledges that Landlord consents to the use of the Premises or part thereof
as a laboratory, provided that Tenant complies with all applicable laws. The Tenant shall also
supplement and update the Officer’s Affidavit upon each anniversary of the Commencement Date. The
Tenant shall not commence or alter any operations at the Premises prior to (i) obtaining all
required operating and discharge permits or approvals, including but not limited to air pollution
control permits and pollution discharge elimination system permits from NJDEP, from all
governmental or public authorities having jurisdiction over the Tenant’s operations or the
premises, and (ii) providing copies of permits or approvals to the Landlord.




          I. The Tenant shall permit the Landlord and the Landlord’s agents, servants and employees,
including but not limited to legal counsel and environmental consultants and engineers, access to
the Premises on reasonable advance notice to the Tenant, except in emergencies, for the purposes of
environmental inspections and



20









 






sampling during regular business hours, or during other hours either by agreement of the parties or
in the event of any environmental emergency. The Tenant shall not restrict access to any part of
the Premises, and the Tenant shall not impose any conditions to access. In the event that the
Landlord’s environmental inspection shall include sampling and testing of the Premises, the
Landlord shall use its best efforts to avoid interfering with the Tenant’s use of the Premises, and
upon completion of sampling and testing shall repair and restore the affected areas of the Premises
from any damage caused by the sampling and testing.




          J. Except for the willful or negligent acts of the Landlord, its agents or employees, the
Tenant shall indemnify, defend and hold harmless the Landlord from and against all claims,
liabilities, losses, damages and reasonable costs, foreseen or unforeseen, including without
limitation counsel, engineering and other professional or expert fees, which the Landlord may incur
by reason of the Tenant’s action or non-action with regard to Tenant’s obligations under this
paragraph.




          K. This paragraph shall survive the expiration or earlier termination of this Lease. Tenant’s
failure to abide by the terms of this paragraph shall be restrainable by injunction.




          L. The Landlord shall be responsible for any required cleanup of any area of the Premises that
is not necessitated by the use of the Premises by the Tenant or the actions of Tenant’s, agents,
servants, employees or invitees. The Tenant shall not be responsible for any liability resulting
from environmental conditions caused by or the responsibility of the Landlord or any of the
Landlord’s agents, servants, employees, contractors or invitees or if pre-existing the commencement
of this Lease.




          M. The Tenant shall promptly supply the Landlord with copies of all notices, reports,
correspondence and submissions made by the Tenant to EPA, NJDEP, the United States Occupational
Safety and Health Administration or any other local, state or federal authority which requires
submissions of any information concerning environmental matters or hazardous wastes or substances
pursuant to laws including but not limited to the New Jersey Spill Compensation and Control Act,
N.J.S.A. 58:10-23.11 et seq. and the regulations promulgated thereunder (the “Spill Act”),
the Worker and Community Right to Know Act, N.J.S.A. 34:5A-1 et seq. and the regulations
promulgated thereunder, the Hazardous Substance Discharge Reports and Notices Act, N.J.S.A. 13
1K-15 et seq. and the regulations promulgated thereunder, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and the
regulations promulgated thereunder, and Resource Conservation and Recovery Act, 42 U.S.C. Section
6901 et seq. and the regulations promulgated thereunder.




          N. The Tenant shall promptly notify the Landlord as to any liens threatened or attached
against the Premises pursuant to the Spill Act or any other environmental law. In the event that
such a lien is filed against the Premises, then the Tenant shall, within thirty days from the date
that the lien is placed against the Premises,



21









 






and at any date prior to the date any governmental authority commences proceedings to sell the
Premises pursuant to the lien, either (a) pay the claim and remove the lien from the Premises; or
(b) furnish either (i) a bond satisfactory to the landlord in the amount of the claim out of which
the lien arises, (ii) a cash deposit in the amount of the claim out of which the lien arises, or
(iii) other security satisfactory to the Landlord in an amount sufficient to discharge the claim
out of which the lien arises, or (iv) otherwise dispose of such lien as permitted by law in no more
than thirty (30) days. Landlord represents and warrants that the Premises, building and land are
clean as of the Occupancy Date.




          O. The Tenant shall comply with all terms and conditions of this Lease including but not
limited to Article 8.




          P. The Tenant shall not install any underground storage tank for the storage of any substance
whatsoever without the written consent of the Landlord.




     12. LANDLORD’S SERVICES. Provided the Tenant is not in default under any of the
covenants, terms, conditions or provisions of this Lease beyond the applicable grace period
provided herein, the Landlord shall furnish the following services:



          A. HVAC, sufficient to maintain 70° inside the offices within the Building when the
temperature outside is no less than 20° nor higher than 80°.




          B. Cold and hot water at standard building temperatures to the Premises and all lavatories,
public or private, for ordinary drinking, cleaning, sanitary and lavatory purposes.




          C. Maintenance of the structure and the roof of the Building, the operation, maintenance and
safekeeping of all common areas, including snow and ice removal.




          D. Electric current, with the understanding, however, that the Minimum Rent described in
the Preamble to this Lease does not include the cost of electricity consumed by the Tenant in the
Premises.




          E. The Landlord shall not in any way be responsible or liable to the Tenant at any time for
any loss, damage, or expense resulting from any change in the quantity or character of the electric
service or for its being no longer suitable for the Tenant’s requirements or from any cessation or
interruption of the supply or current, nor shall any such loss, damage or expense, or non-tenancy
or in any way relieve the Tenant of any obligation under the terms of this Lease.




          F. The Tenant shall have access to the Premises 24 hours a day, 7 days a week.




          G. The Landlord reserves the right, without being liable to the Tenant and without abatement
or diminution in Rent, to suspend, delay or stop any of the building services to be furnished and
provided by the Landlord under this Lease



22









 






whenever necessary by reason of fire, storm, explosion, strike, lockout, labor dispute, casualty or
accident, lack or failure of sources of supply of labor or fuel (or inability in the exercise of
reasonable diligence to obtain any required fuel), acts of God or the

public enemy, riots, interferences by civil or military authorities in compliance with the laws of
the United States of America or with the laws, orders or regulations of any governmental authority,
or by reason of any other cause beyond the Landlord’s control, or for emergency, or for inspection,
cleaning, repairs, replacements, alterations, improvements or renewals which in the Landlord’s
reasonable judgment are desirable or necessary to be made. The Landlord agrees, however, to use
its best efforts and to act with all due diligence to restore or have restored any services which
may be suspended, delayed or stopped pursuant to this subparagraph G.




          H. Except for the willful or negligent acts of the Tenant, its agents or employees, Landlord
shall indemnify, defend and hold harmless the Tenant against and from any and all claims by or on
behalf of any person or persons, firm or firms, corporations, arising from the conduct or
management of or from any work or thing whatsoever done by or on behalf of the Landlord in or about
the Premises as well as from the use and occupancy of the Premises by the Landlord, and further
indemnify, defend and hold the Tenant harmless against and from any and all claims arising from any
breach or default on the part of the Landlord in the performance of any covenant or agreement on
the part of the Landlord to be performed pursuant to the terms of this Lease, or arising from any
act or negligence of the Landlord, or any of its agents, contractors, servants, employees or
licensees, and from and against all costs, counsel fees, expenses and liabilities incurred in or
about any such claim or action or proceeding brought thereon; and in case any action or proceeding
be brought against the Tenant by reason of any such claim, the Landlord, upon notice from the
Tenant, covenants to resist or defend at the Landlord’s expense such action or proceeding by
counsel reasonably satisfactory to the Tenant.




     13. ASSIGNMENT, SUBLETTING, ETC. The Tenant, for itself, its heirs, executors,
administrators, successors and assigns expressly covenants that it shall not assign, mortgage or
encumber this Lease. Notwithstanding the immediately preceding sentence, Tenant may assign this
Lease with the prior written consent of the Landlord, which consent shall not be unreasonably
withheld, conditioned, or delayed, and Tenant may at any time during the Term of the Lease, in its
sole and absolute discretion, sublease the Premises, or any part thereof, without obtaining the
consent of the Landlord.



     14. LANDLORD’S RIGHTS. Without abatement or diminution in Rent, the Landlord reserves
and shall have the following additional rights:



          A. To approve in writing all signs and all sources furnishing sign painting and lettering used
in the Premises and to approve all sources furnishing cleaning services, painting, repairing and
maintenance, which approvals shall not be unreasonably withheld or delayed.




          B. To enter the Premises at all reasonable times with notice (1) for the making of such
inspections, alterations, improvements and repairs, as the Landlord may



23









 






deem reasonably necessary or desirable, (2) for any purpose whatsoever relating to the safety,
protection or preservation of the Premises or of the Building, and (3) to take material into and
upon Premises. If a representative of the Tenant shall not be personally present to open and
permit an entry into the Premises at any time when an entry shall be reasonably necessary or
permissible hereunder, the Landlord or its agents may enter, in cases of emergency, forcibly enter
the same without rendering the Landlord or its agents liable therefor (provided that, during such
entry, reasonable care shall be accorded to avoid damage or injury to the Tenant’s property), and
without in any manner affecting the obligations and covenants of this Lease. Without incurring any
liability to the Tenant, the Landlord may permit access to the Premises and upon the same, whether
or not the Tenant shall be present, upon demand of any receiver, trustee, assignee for the benefit
of creditors, sheriff, marshal or court officer entitled to, or reasonably purporting to be
entitled to, such access for the purpose of taking possession of, or removing, the Tenant’s
property or for any other lawful purpose (but this provision and any action by the Landlord
hereunder shall not be deemed a recognition by the Landlord that the person or official making such
demand has any right or interest in or to this Lease, or in or to the Premises), or upon demand of
any representative of the fire, police, building, sanitation or other department of the city, state
or federal governments.




          C. At any time or times the Landlord, either voluntarily or pursuant to governmental
requirement, may, at the Landlord’s own expense, make repairs, alterations or improvements in or to
the Building or any part thereof and during alterations, may close entrances, doors, windows,
corridors, elevators or other facilities, provided that such acts shall not unreasonably interfere
with the Tenant’s use and occupancy of the Premises.




          D. To erect, use and maintain pipes, ducts, shafts and conduits in and through the Premises,
provided same do not unreasonably interfere with the Tenant’s use and occupancy of the Premises.




          E. To charge to the Tenant any expense, as Additional Rent, including overtime cost, incurred
by the Landlord in the event that repairs, alterations, decorating



or other work in the Premises are made or done after ordinary business hours at the Tenant’s
request.




          F. To grant to anyone the exclusive right to conduct any particular business or undertaking in
the complex, provided that the Tenant’s Permitted Use of the Premises shall not be adversely
affected thereby.




     The Landlord may reasonably exercise any or all of the foregoing rights thereby reserved to
the Landlord without being deemed guilty of an eviction, actual or constructive, or disturbance or
interruption of the Tenant’s use or possession and without limitation or abatement of Rent or other
compensation and such acts shall have no effect on this Lease.



24









 





     15. DAMAGE BY FIRE, ETC.



          A. If the entire Premises or any part thereof shall be damaged by fire or other casualty
and the Tenant shall give prompt written notice thereof to the Landlord, the Landlord shall proceed
with reasonable diligence to repair or cause to be repaired such damage, and if the Premises, or
any part thereof, shall be rendered untenantable by reason of such damage, the Rent hereunder, or
any amount thereof apportioned according to the area of the Premises so rendered untenantable if
less than the entire Premises shall be so rendered untenantable, shall be abated for the period
from the date of such damage to the date when the damage shall have been repaired as aforesaid;
provided, however, that if the Landlord or any mortgagee of the Building and the Land shall be
unable to collect the insurance proceeds (including Rent insurance proceeds) applicable to such
damage because of some action or inaction on the part of the Tenant, or the employees, licensees or
invitees of the Tenant, the cost of repairing such damage shall be paid by the Tenant, and there
shall be no abatement of Rent. The Landlord shall not be liable for any inconvenience or annoyance
to the Tenant or injury to the business of the Tenant resulting in any way from such damage or the
repair thereof. The Tenant understands that the Landlord will not carry insurance of any kind on
the Tenant’s furniture or furnishings or on any fixtures, equipments, improvements, installations
or appurtenances made or removable by the Tenant as provided in this Lease, and that the Landlord
shall not be obligated to repair any damage thereto or replace the same.




          B. In case the Building shall be so damaged by such fire or other casualty that the Building
cannot be restored within one hundred eighty (180) days of the date of such fire or other
casualty, then the Landlord or the Tenant may, at its option, terminate this Lease and the Term and
estate hereby granted by notifying the other in writing of such termination within sixty (60) days
after the date of such damage. In the event that such a notice of termination shall be given, this
Lease and the Term and estate hereby granted shall expire as of the date of such termination with
the same effect as if that were the Termination Date, and the Rent payable hereunder shall be
apportioned as of the date Tenant was unable to occupy the Building.




          C. Intentionally Omitted Prior to Execution.




          D. Landlord and Tenant mutually waive and release their respective rights of recovery
against each other, and against the officers, directors, partners, members, shareholders,
employees, agents, tenants and subtenants of the other, directly or by way of subrogation or
otherwise, for any claim, and for any loss of, or damage to, either party’s property, any party’s
business or operations and/or any personal injury to the extent that such claim, loss, damage or
injury results from a cause of loss which is covered by any property or CGL insurance actually
maintained by a party or which would have been covered by any property or CGL insurance required
pursuant to the terms of this Lease. Such waiver or release shall include any deductible,
retention and self-insured loss or damage. Such waiver or release shall be effective without
regard to whether such required policy was in effect and without regard to the availability of
coverage or limits of liability under any such policy. Each party shall obtain any special



25









 






endorsements required by its insurer to allow such waiver of rights of subrogation but the failure
to obtain same shall not impair the effectiveness of this waiver and/or release between Landlord
and Tenant. Any cost for a special endorsement shall be paid for by the party obligated to pay for
the required insurance policy hereunder. This clause shall not apply to any claim for willful
misconduct or intentional acts which are not covered by the required insurance.




          E. For the purposes of this Section 15, any and all equipment and/or systems providing
services to the Premises, whether located inside or outside of the confines of the Premises, shall
be treated as part of the Premises.




     16. CONDEMNATION



          A. In the event that more than ten percent (10%) of the Premises shall be lawfully condemned
or taken in any manner for any public or quasi-public use, this Lease and the Term and estate
hereby granted shall forthwith cease and terminate as of the date of vesting of title. In the
event that ten percent (10%) of the parking spaces which form part of the Land shall be so
condemned or taken, then the Tenant may, at the Tenant’s option, terminate this Lease and the Term
and estate hereby granted as of the date of such vesting of title by notifying the Landlord in
writing of such termination within sixty (60) days following the date on which the Landlord shall
have received notice of vesting of title. If Tenant does not so elect to terminate this Lease, as
a foresaid, this Lease shall be and remain unaffected by such condemnation or taking and the Rent
payable hereunder shall be equitably abated. In the event that only a part of the Building shall
be so condemned or taken and this Lease and the Term and estate hereby granted are not terminated
as hereinbefore provided, the Landlord will, with reasonable diligence and at its expense, restore
the remaining portion of the Building or parking lot as nearly as practicable to the same condition
as it was in prior to such condemnation or taking at Landlord’s sole expense.




          B. In the event of their termination in any of the cases hereinbefore provided, this Lease and
the Term and estate hereby granted shall expire as of the date of such termination with the same
effect as if that were the Termination Date of this Lease, and the Minimum Rent and Additional Rent
payable hereunder shall be apportioned as of such date.




          C. In the event of any condemnation or taking hereinbefore mentioned of all or a part of
the Premises, the Landlord (or the mortgagee of any interest in the Land and/or the Building, if
pursuant to the terms of the mortgage, or if pursuant to law, mortgagee is entitled to receive all
or a portion of the condemnation award), shall be entitled to receive the entire award in the
condemnation proceeding, including any award made for the value of the estate vested by this Lease
in the Tenant, and the Tenant hereby expressly assigns to the Landlord or to the mortgagee, as
provided above, any and all right, title and interest of the Tenant now or hereafter arising in or
to any such award or any part thereof. The Tenant shall not be entitled to receive any part of
such award from the Landlord, the mortgagee, or the condemning authority, except that the Tenant
shall




26









 




have the right to assert a claim against the condemning authority for the value of fixtures and
equipment installed and paid for by the Tenant and for relocation expenses.




          D. It is expressly understood and agreed that the provisions of this Article 16 shall not be
applicable to any condemnation or taking for governmental occupancy for a limited period.




     17. COMPLIANCE WITH LAWS. The Tenant, at the Tenant’s expense, shall comply with all
laws and ordinances, and all rules, orders and regulations of all governmental authorities and of
all insurance bodies, at any time duly issued or in force, applicable to the Premises or any part
thereof or to the Tenant’s use thereof.



     18. DAMAGE TO PROPERTY.



          A. The Tenant shall give to the Landlord prompt written notice of any damage to, or
defective condition in, any part or appurtenance of the Building’s Structural Elements (as defined
in Section 43.a.), and the damage or defective condition shall be remedied by the Landlord with
reasonable diligence, provided, however, that if any such damage or defective condition was caused
by, or resulted from, Tenant or Tenant’s employees, licensees or invitees, the reasonable cost of
the remedy thereof shall be paid by Tenant as Additional Rent upon the rendition of a bill
indicating the reasonable amount due therefor.




          B. All personal property belonging to the Tenant, its servants, employees, suppliers,
consignors, customers, licensees, located in or about the Premises shall be there at sole risk of
the Tenant and neither the Landlord nor the Landlord’s agents shall be liable for the theft, loss
or misappropriation thereof nor for any damage or injury thereto except to the extent that such
claims are due to the willful acts or negligence of Landlord, its agents or employees, nor shall
the Landlord be considered the voluntary or involuntary bailee of such personal property, nor for
damage or injury to the Tenant or any of its officers, agents or employees or to any other persons
or to any other property caused by fire, explosion, water, rain, snow, frost, steam, gas,
electricity, heat or cold, dampness, falling plaster, sewers or sewage odors, noise, leaks from any
part of
said Building or the roof, the bursting or leaking of pipes, plumbing, electrical wiring

and equipment and fixtures of all kinds, or by any act or neglect of other tenants or occupants of
the complex or of any other person.




          C. All damage or injury to the Premises or to its fixtures, appurtenances and equipment
or to the Building caused by the Tenant’s moving property in or out of the Building or by
installation or removal of furniture, fixtures or other property or from any cause of any kind or
nature whatsoever of which the Tenant, its servants, employees, agents, visitors or licensees shall
be the cause, shall be repaired, restored and replaced promptly by the Tenant at its sole cost and
expense, in quality and class at least equal to the original work or installations, and to the
satisfaction of the Landlord. If the Tenant fails to make such repairs, restorations or
replacements, the same may be made by the Landlord for the account of the Tenant and the cost
thereof shall be collectible as



27









 






Additional Rent or otherwise after rendition of a bill or statement and payable simultaneously with
the next monthly installment of Rent due and payable hereunder.




     19. SUBORDINATION.



          A. This Lease is subject and subordinate in all respects to all ground leases and/or
underlying leases now or hereafter covering the Land and to all mortgages which may now or
hereafter be placed on or affect such leases and/or the Land, Buildings, improvements, or any part
thereof and/or the Landlord’s interest therein, and to each advance made and/or hereafter to be
made under any such mortgages, and to all renewals, modifications, consolidations, replacements and
extensions thereof and all substitutions of and for such ground leases and/or underlying leases
and/or mortgages. This subparagraph A. shall be self-operative and no further instrument of
subordination shall be required. In confirmation of such subordination, the Tenant shall execute
and deliver promptly any instrument that the Landlord and/or any mortgagee and/or the lessor under
any ground or underlying lease and/or their respective successors in interest may request, provided
that Tenant is given a non-disturbance agreement from such mortgagee or lessor by which such
mortgagee or lessor agrees to recognize Tenant as the Tenant under this Lease provided that Tenant
complies with the terms hereof.




          B. The Tenant agrees, at the election and upon demand of any owner of the Land, or of any
mortgagee in possession thereof, or of any holder of a leasehold hereafter affecting the Land, to
attorn, from time to time, to any such owner, mortgagee or holder, upon the terms and conditions
set forth herein for the remainder of the Term of this Lease, provided that the holder or any owner
of the Land or any mortgage shall have acknowledged and agreed that Tenant’s rights under this
Lease shall not be extinguished, limited or in any way affected to any foreclosure or other
enforcement proceeding so
long as Tenant is not in default under this Lease subject to applicable grace periods. The
foregoing provisions shall inure to the benefit of any such owner, mortgagee or holder, shall apply
to the tenancy of the Tenant and shall be self-operative upon any such demand, without requiring
any further instrument to give effect to said provisions. The Tenant, however, upon demand of any
such owner, mortgagee or holder, agrees to execute, from time to time, an instrument in
confirmation of the foregoing provisions, satisfactory to such owner, mortgagee or holder, in which
the Tenant shall acknowledge such attornment and shall set forth the terms and conditions of its
tenancy, which shall be the same as those set forth herein and shall apply for the remainder of the
Term of this Lease, provided that said owner, mortgagee or holder acknowledges Tenant’s rights
under this Article 19.B. Nothing contained in this subparagraph B. shall be construed to impair
any right, privilege or option of any such owner, mortgagee or holder, except as aforesaid.




          C. The Tenant agrees that in the event the interest of the Landlord becomes vested in the
holder of any mortgagee or in any ground lessor, or in anyone claiming by, through or under either
of them, then such holder shall not be:




28









 








               (1) liable for any act or omission of any prior landlord (including the landlord herein);
or



               (2) subject to any offsets or defenses which the Tenant may have against any prior landlord
(including the Landlord herein) except as otherwise permitted under Section 3C; or



               (3) bound by any Rent which the Tenant may have paid for more than the current month to any
landlord (including the Landlord herein).



          D. No alteration or modification of any provision hereof, or any cancellation or surrender of
this Lease shall be valid or binding as against any holder of any mortgage unless the same shall
have been approved in writing by such holder, or unless specific provision therefor is set forth in
this Lease.




          E. The Tenant agrees that, upon the request of the Landlord, the Tenant will execute,
acknowledge and deliver such document or instrument as may be reasonably requested by the holder of
any such mortgage on the Landlord’s interest in the Land and/or the building confirming or agreeing
that this Lease is assigned to such mortgagee as collateral security for such mortgage and agreeing
to abide by such assignment, provided that a copy of such assignment has in fact been delivered to
the Tenant.




     20. QUIET ENJOYMENT AND NON-DISTURBANCE. Tenant, upon paying the Rent herein reserved
and performing and observing all of the other terms, covenants and conditions of this Lease on
Tenant’s part to be performed and observed, shall peaceably and quietly have, hold and enjoy the
Premises during the Term, subject, nevertheless, to the terms of this Lease and to any mortgages,
ground or underlying lease, agreements and encumbrances to which this Lease is or may be
subordinate. However, as a condition to Tenant’s obligation to subordinate this Lease to any such
mortgage, ground or underlying lease, agreement or encumbrance entered into by Landlord after the
date hereof, Landlord shall obtain a non-disturbance agreement in form reasonably acceptable to
Tenant from the holder thereof.



     21. NOTICES. Any notice, consent, approval, request or demand hereunder by
either party to the other party shall be in writing and shall be deemed to have been duly given if
sent by registered or certified mail with return receipt requested, postage prepaid, or by
nationally recognized overnight receipted delivery service, addressed to the Landlord at the
Landlord’s address, and to the Tenant at the Tenant’s address, 109 Morgan Lane, Plainsboro, NJ
08536, Fax No. 609-275-1082, Attn.: President and CEO with a required copy sent to Tenant at the
same address, Attn.: Senior Vice President and General Counsel, or such other address and
telephone and fax numbers as is provided to the Landlord in writing, or if the address of such
other party for such notices, consents, approvals, requests or demands shall have been duly changed
as hereinafter provided, if mailed, as aforesaid, to such other party at such changed address.
Facsimile transmission may be used but shall not be a substitute for the aforementioned methods of
delivery.



29









 




Either party may at any time change the address for such notices, consents, approvals, requests or
demands by delivering or mailing, as aforesaid, to the other party a notice stating the change and
setting forth the changed address. If the term “Tenant” as used in this Lease refers to more than
one person, any notice, consent, approval, request or demand given as aforesaid to any one of such
persons shall be deemed to have been duly given to the Tenant. All bills, statements and building
communications from the Landlord to the Tenant may be served by ordinary mail or otherwise
delivered to the Tenant at this address. For the purpose of hereof, the term “Building
Communications” shall be deemed to be any notices not specifically referred to in this Lease which
relate to the operation or maintenance of the Building, including amendments to the Rules and
Regulations. The time of rendition of any bill, statement or Building Communication and of the
giving of any other notice, consent, approval, request or demand shall be deemed to be the time
when the same is received by the Tenant, at this address.




     22. CONDITIONS OF LIMITATION. This Lease and the Term and the estate hereby granted
are subject to the limitation that if prior to or during the Term of this Lease:



          A. The Tenant shall make an assignment of its property for the benefit of creditors or shall
file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition under
any bankruptcy or insolvency law shall be filed against the Tenant and such involuntary petition is
not dismissed within sixty (60) days after the filing thereof.




          B. A petition is filed by or against the Tenant under the reorganization provisions of the
United States Bankruptcy Code or under the provisions any law of like import, unless such petition
under said reorganization provisions be one filed against the Tenant which is dismissed within
sixty (60) days after its filing.




          C. The Tenant shall file a petition under the arrangement provisions of the United
States Bankruptcy Code or under the provisions of any law of like import.




          D. A permanent receiver, trustee or liquidator shall be appointed for the Tenant or of or
for the property of the Tenant, and such receiver, trustee or liquidator shall not have been
discharged within sixty (60) days from the date of his appointment.




          E. The Tenant shall default in the payment of any Rent payable hereunder by the Tenant to the
Landlord on any date upon which the same becomes due, and such default shall continue for ten (10)
days after the Landlord shall have given to the Tenant a written notice specifying such default,
provided that Landlord shall only be required to give such default notice for the failure to pay
rent twice in any one year of the Lease and four times, in the aggregate over the term of this
Lease.




          F. The Tenant shall default in the due keeping, observing or performance of any covenant,
agreement, term, provision or condition of this Lease on the part of the Tenant to be kept,
observed or performed, other than a default for the payment of Rent, as set forth in Article 21.E.
and if such default shall continue and shall



30









 






not be remedied by the Tenant within thirty (30) days after the Landlord shall have given to the
Tenant a written notice specifying the same, or, in the case of such a default which for causes
beyond the Tenant’s control cannot with due diligence be cured within said period of thirty (30)
days, if the Tenant (1) shall not, promptly upon giving of such notice, advise the Landlord in
writing of the Tenant’s intention to duly institute all steps necessary to remedy such default, (2)
shall not duly institute and thereafter diligently prosecute to completion all steps necessary to
remedy the same, or (3) shall not remedy the same within a reasonable time after the date of the
giving of said notice by the Landlord.




          G. Any event shall occur or any contingency shall arise whereby this Lease or the estate
hereby granted or the unexpired balance of the Term hereof would, by operation of law or otherwise,
devolve upon or pass to any person, firm, association or corporation other than the Tenant except
as expressly permitted under Article 1e hereof, or whenever the Tenant shall desert or abandon the
Premises or the same shall become vacant (whether the keys be surrendered or not and whether the
Rent be paid or not).




          H. Any other lease held by the Tenant from the Landlord shall expire and terminate (whether or
not the Term thereof shall then have commenced) as a result of the default by the Tenant
thereunder;




     Then, in any of said cases, the Landlord may give to the Tenant a notice of intention to end
the Term of this Lease at the expiration of fifteen (15) days from the date of the giving of such
notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted
(whether or not the Term shall theretofore have commenced) shall expire and terminate upon the
expiration of said fifteen (15) days with the same effect as if that day were the date hereinbefore
set for the expiration of the Term of this Lease, but the Tenant shall remain liable for damages as
provided in Article 24 hereof.



     23. RE-ENTRY BY LANDLORD.



          A. If the Tenant shall default in the payment of any Rent payable hereunder by the Tenant to
the Landlord on any date upon which the same becomes due, and if such default shall continue for
thirty (30) days or if this Lease shall expire and
terminate as in Article 22 provided, the Landlord, or the Landlord’s agents and servants may
immediately or at any time thereafter re-enter into or upon the Premises, or any part thereof,
either by summary dispossess proceedings or by any suitable action or proceeding at law, or by
force or otherwise, without being liable to indictment, prosecution or damages therefor, and may
repossess the same, and may remove any persons therefrom, to the end that the Landlord may have,
hold and enjoy the Premises again as and of its first estate and interest therein. The words
“reenter”, “re-entry” and “re-entered” as used in this Lease are not restricted to their technical
legal meanings. In the event of the termination of this Lease under the provisions of Article 22,
or in the event that the landlord shall re-enter the Premises under the provisions of this Article
23 or in the event of the termination of this Lease (or of re-entry) by or under any summary



31









 






dispossess or other proceeding or action or any provision of law, the Tenant shall thereupon pay to
the Landlord the Rent payable hereunder by the Tenant to the Landlord up to the time of such
termination of this Lease, or of such recovery of possession of the Premises by the Landlord, as
the case may be, and shall also pay to the Landlord damages as provided in Article 24.




          B. In the event of a breach or threatened breach on the part of the Tenant with respect to any
of the covenants, agreements, terms, provisions or conditions on the part of or on behalf of the
Tenant to be kept, observed or performed, the Landlord shall also have the right of injunction.
The specified remedies to which the Landlord may resort hereunder are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which the Landlord may
lawfully be entitled at any time, and the Landlord may invoke any remedy allowed at law or in
equity as if specific remedies were not herein provided for.




          C. In the event of (1) the termination of this Lease under the provisions of Article 22
hereof, (2) the re-entry of the Premises by’ the Landlord under the provisions of this Article 23,
or (3) the termination of this Lease (or re-entry) by or under any summary dispossess or other
proceeding or action or any provision of law by reason of default hereunder on the part of the
Tenant, the Landlord shall be entitled to retain all moneys, if any, paid by the Tenant to the
Landlord, whether as advance Rent or otherwise, but such moneys shall be credited by the Landlord
against any Rent due from the Tenant at the time of such termination or re-entry or, at the
Landlord’s option, against any damages payable by the Tenant under Article 24 or pursuant to law.




     24. DAMAGES.



          A. In the event of any termination of this Lease under the provisions of Article 22 or in
the event that the Landlord shall re-enter the Premises under the provisions of Article 23 or in
the event of the termination of this Lease (or of re-entry) by or under any summary dispossess or
other proceeding or action or any provision of law, the Tenant will pay to the Landlord as damages,
at the election of the landlord, either:




               (1) A sum which at the time of such termination of this Lease or at the time of any such
re-entry by the Landlord, as the case may be, represents the excess, if any, of (i) the aggregate
of all Rent which would have been payable hereunder by the Tenant had this Lease not so terminated
for the period commencing with such earlier termination of this Lease or the date of any such
re-entry, as the case may be, and ending with the date hereinbefore set for the expiration of the
full Term hereby granted (not including the Renewal Term, if it was not exercised), over (ii) the
aggregate of all Rent of the Premises for the same period based upon the then local market rental
value of the Premises; or



               (2) Sums equal to the aggregate of all Rent which would have been payable by the Tenant had
this Lease not so terminated, or had the Landlord not so re-entered the Premises, payable upon the
due dates therefor specified herein following



32









 




such termination or such re-entry and until the date hereinbefore set for expiration of the full
Term hereby granted; provided, however, that if the Landlord shall re-let all or
any part of the Premises for all or any part of said period, the Landlord shall credit the Tenant
with the net Rents received by the Landlord from such re-letting, such net Rents to be determined
by first deducting from the gross Rents as and when received by the Landlord from such re-letting
the reasonable expenses incurred or paid by the Landlord in terminating this Lease or of
re-entering the Premises and of securing possession thereof, as well as the reasonable expenses of
re-letting, including altering and preparing the Premises for new tenants, brokers’ commissions and
all other similar or dissimilar expenses properly chargeable against the Premises and the rental
therefrom in connection with such re-letting, it being understood that any such re-letting may be
for a period
equal to or shorter or longer than the remaining Term of this Lease; provided, further, that (i) in
no event shall the Tenant be entitled to receive any excess of such net Rents over the sums payable
by the Tenant to the Landlord hereunder, (ii) in no event shall the Tenant be entitled in any suit
for the collection of damages pursuant to this subsection (2) to a credit in respect of any net
Rents from a re-letting except to the extent that such net Rents are actually received by the
Landlord prior to the commencement of such suit, and (iii) if the Premises or any part thereof
should be re-let in combination with other space, then proper apportionment on a square foot area
basis shall be made of the Rent received from such re-letting and of the expenses of re-letting.




          B. For the purposes of subparagraph A. of this Article 24, the amount of Additional Rent
which would have been payable by the Tenant under Article 5 hereof for such lease year and/or tax
year (as those terms are herein defined) ending after such termination of this Lease or such
re-entry shall be deemed to be an amount equal to the amount of such Additional Rent payable by the
Tenant for the lease year and/or tax year (as the case may be) ending immediately preceding such
termination of this Lease or such reentry. Suit or suits for the recovery of such damages, or any
installments thereof, may be brought by the Landlord from time to time at its election, and nothing
contained herein shall be deemed to require the Landlord to postpone suit until the date when the
Term of this Lease would have expired if it had not been terminated under the provisions of Article
22, or under any provision of law, or had the Landlord not re-entered the Premises.




          C. Nothing herein contained shall be construed as limiting or precluding the recovery by the
Landlord against the Tenant of any sums or damages to which, in addition to the damages
particularly provided above, the Landlord may lawfully be entitled by reason of any default
hereunder on the part of the Tenant.




          D. Notwithstanding the foregoing, in the event Landlord re-enters the Premises and/or
dispossesses Tenant under Articles 22 or 23, Landlord shall use its reasonable efforts to re-let
the Premises.




     25. LEASE CONTAINS ALL AGREEMENTS. This Lease contains all of the covenants, terms,
provisions and conditions relating to the leasing of the Premises hereunder, and the Landlord has
not made and is not making, and the Tenant, in



33









 







executing and delivering this Lease is not relying upon, any warranties, representations, promises,
or statements, except to the extent that the same may expressly be set forth in this Lease.



     26. NO WAIVERS.



          A. No receipt of money by the Landlord from the Tenant with knowledge of the breach of
any covenant or agreement of this Lease, or after the termination hereof, or after the service of
any notice, or after the commencement of any suit, or after final judgment for possession of the
demised Premises, shall be deemed a waiver of such breach, nor shall it reinstate, continue or
extend the Term of this Lease or affect any such notice, demand or suit.




          B. No delay on the part of the Landlord or the Tenant in exercising any right, power or
privilege hereunder or to seek redress for violation of, or to insist upon strict performance of
any covenant or condition of this Lease, or of any of the Rules and Regulations, shall operate as a
waiver thereof nor shall any single or partial exercise of any right, power or privilege, preclude
any other or further exercise thereof or the exercise of any other right, power or privilege.




          C. No act done or thing said by the Landlord or the Landlord’s agents shall constitute a
cancellation, termination or modification of, or eviction or surrender under, this Lease, or a
waiver of any covenant, condition or provision hereof, nor relieve the Tenant of the Tenant’s
obligation to pay the Rent hereunder. Any acceptance of surrender, waiver or release by the
Landlord and any cancellation, termination or modification of this Lease must be in writing signed
by the Landlord by its duly authorized representative. The delivery of keys to any employee or
agent of the Landlord shall not operate as a surrender or as a termination of this Lease, and no
such employee or agent shall have any power to accept such keys prior to the termination of this
Lease.




          D. The Tenant hereby expressly waives service of any notice of the Landlord’s intention to
re-enter. The Tenant hereby further waives any and all rights to recover or regain possession of
the demised Premises or to reinstate or to redeem the Lease as permitted or provided by or under
any statute, law or decision now or hereafter in force and effect.




          E. No failure by the Landlord to enforce any of the Rules and Regulations against the Tenant
and/or any other tenant or occupancy of the Building shall be deemed a waiver thereof. No
provision of this Lease shall be deemed waived by the Landlord unless such waiver be in writing
signed by the Landlord.




          F. No payment by the Tenant or receipt by the Landlord of a lesser amount than the Rent herein
stipulated and reserved shall be deemed to be other than on account of the earliest stipulated Rent
then due and payable, nor shall any endorsement or statement on any check, or letter accompanying
any Rent check or payment be deemed an accord and satisfaction, and the Landlord may accept the
same without prejudice to



34









 






the Landlord’s right to recover any balance due or to pursue any other remedy in this Lease
provided.




     27. PARTIES BOUND. The covenants, agreements, terms, provisions and conditions of
this Lease shall bind and benefit the respective successors, assigns and
legal representatives of the parties hereto with the same effect as if mentioned in each instance
where a party hereto is named or referred to, except that no violation of the provisions of Article
26 shall operate to vest any rights in any successor, assignee or legal representative of the
Tenant and that the provisions of this Article 27 shall not be construed as modifying the
conditions of limitation contained in Article 22 hereof. It is understood and agreed, however,
that the covenants and obligations on the part of the

Landlord under this Lease shall not be binding upon the Landlord herein named with respect to any
period subsequent to the transfer of its interest in the Building, that in the event of such
transfer said covenants and obligations shall thereafter be binding upon each transferee of such
interest of the Landlord herein named, but only with respect to the period ending with a subsequent
transfer of such interest, and that a lease of the entire interest shall be deemed a transfer
within the meaning of this Article 27.



     28. CURING TENANT’S DEFAULTS. If the Tenant shall default in the performance of any
covenant, agreement, term, provision or condition herein contained, the Landlord, without thereby
waiving such default, may perform the same for the account and at the expense of the Tenant,
without notice in case of an emergency and in any other case if such default continues after the
expiration of the applicable grace period provided for in Article 22 of this Lease. Bills for any
expense incurred by the Landlord in connection with any such performance by the Landlord for the
account of the Tenant, and bills for all costs, expenses and disbursements of every kind and nature
whatsoever, including, but not limited to, reasonable counsel fees, involved in collecting or
endeavoring to collect the Rent or any part thereof or enforcing or endeavoring to
enforce any rights against the Tenant, under or in connection with this Lease, or pursuant to law,
including (without being limited to) any such cost, expense and disbursement involved in
instituting and prosecuting summary proceedings, as well as bills for any property, material, labor
or services provided, furnished or rendered, or caused to be provided, furnished or rendered, by
the Landlord to the Tenant, including (without being limited to), electric lamps and other
equipment, construction work done for the account of the Tenant, as well as for any charges for any
additional building services incurred under the terms of this Lease and any charges for other
similar or dissimilar services incurred under this Lease, may be sent by the Landlord to the Tenant
monthly, or immediately, at the Landlord’s option, and shall be due and payable in accordance with
the terms of said bills, and if not paid when due, the amounts thereof shall immediately become due
and payable as Additional Rent under this Lease.



     29. MISCELLANEOUS.



          A. The Tenant shall not be entitled to exercise any right of termination or other option
granted to it by this Lease at any time when the Tenant is in default in the performance or
observance or any of the covenants, agreements, terms, provisions or



35









 






conditions on its part to be performed or observed beyond the applicable grace period provided in
this Lease.




          B. The laws of the State of New Jersey shall govern the validity, performance and enforcement
of this Lease. The invalidity or unenforceability of any provision hereof shall not affect or
impair any other provision.




          C. Whenever a neutral singular pronoun refers to the Tenant, same shall be deemed to refer to
the Tenant if the Tenant be an individual, a corporation, a partnership or two or more individuals
or corporations.




          D. The term “Landlord” as used in this Lease shall mean the owner for the time being of
the Building, and if such Building be sold or transferred, the seller or assignor shall be entirely
relieved of all covenants and obligations under this Lease subsequent to such sale or transfer and
it shall be deemed, without further agreement between the parties hereto and their successors, that
the purchaser on such sale has assumed and agreed to carry out all covenants and obligations of the
Landlord arising on and after such sale or transfer.




          E. The words “herein”, “hereof”, “hereunder”, “hereafter” and words of similar import
refer to this Lease as a whole and not to any particular section or subdivision thereof.




          F. Unless otherwise set forth herein, whenever the Landlord’s consent or approval is required
under this Lease, the Landlord agrees that such consent or approval shall not be unreasonably
withheld or delayed at such times as the Tenant is not in default in the performance of any of its
obligations under this Lease beyond the applicable grace period provided herein. This paragraph
shall not apply to any provision in this Lease which expressly permits the Landlord to arbitrarily
withhold its consent or approval.




          G. Any brokers’ or similar fees, commissions or expenses incurred in connection with this
Lease shall be paid by the Landlord, and Tenant shall have no obligation or liability with respect
thereto. Landlord and Tenant each represents and warrants to the other that such party has had no
dealings, negotiations or consultations with respect to the Premises or this transaction with any
broker or finder; and that except for Abner Levy, to whom Landlord shall be responsible for the
payment of a commission or fee, if any, no broker or finder called the Premises to Tenant’s
attention for lease or took any part in any dealings, negotiations or consultations with respect to
the Premises or this Lease




     30. INABILITY TO PERFORM. This Lease and the obligations of the Tenant to pay Rent
hereunder and perform all of the other covenants, agreements, terms, provisions and conditions
hereunder on the part of the Tenant to be performed shall in no way be affected, impaired or
excused because the Landlord is unable to fulfill any of its obligations under this Lease or is
unable to supply or is delayed in supplying any service



36









 







expressly or impliedly to be supplied or is unable to make or is delayed in making any repairs,
replacements, additions, alterations or decorations or is unable to supply or is delayed in
supplying any equipment or fixtures if the Landlord is prevented or delayed

from so doing by reason of strikes or labor troubles or any other similar or dissimilar cause
whatsoever beyond the Landlord’s control, including, but not limited to, governmental preemption in
connection with a national emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any governmental agency or by reason of the conditions of
supply and demand which have been or are affected by war or other emergency, or by reason of any
fire or other casualty or act of God.



     31. ABANDONED PERSONAL PROPERTY. Any personal property (other than any fixture,
equipment, improvement, installation or appurtenance of the character referred to in Article 9
hereof), which shall remain in the Premises or any part thereof after the expiration or termination
of the Term shall be deemed to have been abandoned, and either may be retained by the Landlord as
its property or may be disposed of in such manner as the Landlord may see fit; provided, however,
that notwithstanding the foregoing, the Tenant will, upon request of the Landlord made not later
than ten (10)
days after the expiration or termination of the Term hereof, promptly remove from the Building any
such personal property at the Tenant’s own cost and expense. If such personal property or any part
thereof shall be sold by the Landlord, the Landlord may receive and retain the proceeds of such
sale as the Landlord’s property.



     32. ARTICLE HEADINGS. The Article headings of this Lease are for convenience only and
are not to be considered in construing the same.



     33. HOLDING OVER. If the Tenant fails to notify Landlord of its intention to extend
the Term of the Lease in accordance with Article 2 hereof, within the specific
time set forth therein, and retains possession of the demised Premises or any part thereof after
the then Termination Date by lapse of time, failure to give timely notice to extend or otherwise,
without prior written approval of the Landlord, the Tenant shall pay the Landlord the then Minimum
Rent at the rate specified in Article 4 as increased by the full CPI, together with Additional Rent
and other charges as provided herein, for the time the Tenant thus remains in possession, and, in
addition thereto, shall pay the Landlord all damages, consequential as well as direct, sustained by
reason of the Tenant’s retention of possession. If the Tenant remains in possession of the demised
Premises, or any part thereof, after the then Termination Date by lapse of time, failure to give
timely notice to extend or otherwise, such holding over shall, at the election of the Landlord
expressed in a written notice to the Tenant and not otherwise, constitute an extension of this
Lease on a month to month basis at the Minimum Rent as increased by the full CPI payable by the
Tenant on the first day of each and every month, together with Additional Rent and other charges as
provided herein. The provisions of this Article 33 do not exclude the Landlord’s rights of
re-entry or any other right hereunder.



     34. ARBITRATION.



37









 





          A. The Landlord and the Tenant hereby agree that any dispute or claim in law or equity
arising out of this Lease or any resulting transaction or as specifically set forth herein shall be
decided by neutral, binding arbitration and not by court action, except as provided by New Jersey
law for judicial review of arbitration proceedings. The arbitration shall be conducted in
accordance with the rules of either the American Arbitration Association (“AAA”). However, the
parties hereto may agree in writing signed by the parties hereto to use an alternative dispute
resolution mechanism or different rules and/or arbitrator(s).




          B. The following matters are excluded from arbitration hereunder: (i) any matter which is
within the jurisdiction of a probate or small claims court, and (ii) an action for bodily injury or
wrongful death.




     35. NO PERSONAL LIABILITY.



          A. Notwithstanding anything contained herein to the contrary, Tenant agrees that the Landlord
shall have no personal liability with respect to any of the provisions of this Lease and Tenant
shall look solely at the estate and property of Landlord in the Premises for the satisfaction of
Tenant’s remedies, including, without limitation, the collection of any judgment or the enforcement
of any other judicial
process requiring the payment or expenditure of money by Landlord in the event of any default or
breach by Landlord with respect to any of the terms and provisions of this Lease to be observed
and/or performed by Landlord, subject, however, to the prior rights of any holder of any mortgage,
deed of trust, deed or other security interest covering all or part of the Premises and no other
assets of Landlord or any principal, partner, shareholder or member of Landlord, as the case may
be, including its attorney’s and other agents, shall be subject to levy, execution or other
judicial process for the satisfaction of Tenant’s claims, and in the event Tenant obtains a
judgment against the Landlord, the judgment docket shall be so noted. This Article shall inure to
the benefit of Landlord’s successors and assigns and their respective principals and agents.




          B. No recourse shall be had for an obligation of Tenant hereunder, or for any claim
based thereon or otherwise in respect thereof, against any past, present or future shareholder,
officer, director or employee of Tenant.




     36. REPRESENTATIONS AND ENTIRE AGREEMENT. It is understood and agreed by Tenant that
Landlord and Landlord’s agents have made no representations or promises with respect to the
Premises or the making or entry into this Lease, except as this Lease expressly sets forth and that
no claim or liability, or cause for termination, shall be asserted by Tenant against Landlord for,
and Landlord shall not be liable by reason of breach of any representations or promises not
expressly stated in this Lease. This Lease and Exhibits hereto constitute the sole and exclusive
agreement between the parties with respect to the Premises.



38









 





     37. NO RECORDING OF THIS LEASE. Neither this Lease, nor any affidavit or
other writing with respect thereto, shall be recorded by Tenant or by anyone acting though or under
or on behalf of Tenant.



     38. ATTORNEY’S FEES. The prevailing party in any legal proceeding brought against the
other with respect to this Lease or any transaction related thereto shall in addition to all other
recoveries permitted hereunder, shall be entitled to recover court costs, reasonable attorney fees,
and all other out-of-pocket costs of litigation, including deposition, travel and witness costs,
from the nonprevailing party.



     39. COUNTERPARTS. This Lease may be executed in several counterparts, each of which
shall be deemed to be an original copy, and all of which taken together shall constitute one
agreement binding on all parties hereto, notwithstanding that the parties shall not have signed the
same counterpart.



     40. SIGNS. Tenant shall have the right to install, at its cost and
expense, any signs in the interior of the Premises. Tenant shall not install any exterior sign
(which shall be at its own expense) without obtaining Landlord’s written consent, which consent
shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Landlord’s prior
consent shall not be required in order for Tenant to install exterior signs that are substantially
the same as those at 311, 313 or 315 Enterprise Drive. All signage shall be in accordance with all
local rules, regulations and ordinances governing signage.



     41. CONDITION OF SPACE: APPROVALS. Tenant is taking the Initial Space in “as is”
condition, and Landlord shall prepare the Remaining Space for Tenant in accordance with the
requirements of Sections 44-46. In all cases, Tenant shall have the right to approve final plans
and specifications for work to be performed pursuant to Sections 44-46, and all work to be
performed shall comply with applicable building codes.



     42. MECHANICAL SYSTEMS. As the landlord, Landlord will be responsible for maintaining
all mechanical systems in good working order.



     43. ADDITIONAL PROVISIONS.



          A. Notwithstanding the provisions of Section 9 or anything contained herein or elsewhere in
the Lease to the contrary, the Tenant shall not be responsible (i) to pay for any capital
improvements to the Building, and such capital improvements shall not be deemed Additional Rent,
and (ii) to pay for or to otherwise maintain, repair, or replace the load bearing walls, the steel,
foundation, or the roof of the Building and the Premises (hereinafter referred to as the
“Structural Elements”), or (iii) to pay for, replace or otherwise maintain the sanitary system(s),
the electrical system(s), the HVAC systems, and/or any other similar systems serving, located in,
or passing through the Building or the Premises (hereinafter referred to as the “Building
Systems”), all of which shall be the Landlord’s responsibility, at the Landlord’s sole cost and
expense.




39









 








          B. Notwithstanding anything contained herein or in the Lease to the contrary, in all instances
where Tenant is required to indemnify, defend, and hold Landlord harmless, Landlord agrees to give
prompt notice to the Tenant of the assertion of any claim, or the commencement of any suit, action,
or proceeding by any party, in respect of which indemnity may be sought by Landlord hereunder
specifying with reasonable particularity the basis therefor, and providing the Tenant with any
information with respect thereto that the Tenant may reasonably request. The Tenant may, at its
own cost and expense, (i) participate in, and, (ii) assume the defense thereof, provided, however,
that the Tenant’s counsel is reasonably satisfactory to the Landlord, and the Tenant shall
thereafter consult with the Landlord upon the Landlord’s reasonable request for such consultation
from time to time with respect to such claim, suit, action, or proceeding. If the Tenant assumes
such defense, the Landlord shall have the right (but not the obligation) to participate in the
defense thereof and to employ counsel, at its own cost and expense, separate form the counsel
employed by the Tenant. Whether or not the Landlord chooses to defend or prosecute any such claim,
suit, action or proceeding, the Landlord and the Tenant shall cooperate in the defense or
prosecution thereof. Any settlement or compromise made or caused to be made by the Tenant or the
Landlord of any such claim, suit, action, or proceeding shall also be binding upon the Tenant or
the Landlord, as the case may be, in the same manner as if a final judgment or decree had been
entered by a court of competent jurisdiction in the amount of such settlement or comprise,
provided, however, that no party shall settle or compromise any such claim, suit, action, or
proceeding without the prior written consent of the other party, which consent shall not be
unreasonably withheld or delayed. In the event Tenant does not elect to assume the defense of any
claim, suit, action, or proceeding within a reasonable time of being notified by Landlord, then
such failure shall not relieve the Tenant or Landlord or their respective obligations hereunder.




     44. BUILDING PREPARATION AND IMPROVEMENTS. With respect to the Remaining Space, Landlord
shall at its own cost and expense, be responsible for completing the following items on or before
April 1, 2009: (i) demolition of the existing interior space, floor to ceiling, used by the prior
tenant and preparation of the interior space, clear of debris and without any interior walls,
except the walls around the sprinkler room, (ii) removal of the raised flooring and all
wiring/plumbing beneath such flooring, (iii) removal of the communications and power trough hung
from the structural steel and all electrical equipment and wiring used by the prior tenant, (iv)
removal of blackout panels on existing windows, with all window space useable , (v) removal of
unnecessary structural steel columns that were unique to the prior tenant’s needs and which are
located at the front of the building and cross over a large portion of the windows, if removal can
be accomplished without jeopardizing the structural integrity of the Building, (vi) removal of all
Glycol piping installed by the prior tenant and removal of all Glycol chillers from the roof, and
removal of piv valve, (vii) removal of circuit breaker boxes at rear of building, (viii) providing
near the back of the Building, but not against the dividing wall between the Initial Space and the
Remaining Space, an ample sized electrical room satisfactory to Tenant with ample power and panels
to service the Building, (vii) providing rough functional plumbing to outfit a kitchen appropriate
for 175 employees in accordance with applicable building and fire codes, rough functional plumbing
for sinks and toilets for bathroom facilities appropriate for 175
employees in accordance with applicable building and fire codes
(i.e., at least three mens’ and three
womens’ bathrooms,



40









 







but in no event less toilets and sinks than required by applicable building
codes), and rough functional plumbing for a closet with slop sink, all in locations acceptable to
Tenant, (ix) providing exterior doors that are operational and keyed alike and overhead doors that
are in working condition, and (x) providing HVAC and duct work to handle an average load of the
size office space of the Building in accordance with Section 12A, and all existing HVAC shall be
inspected and brought into working order with appropriate duct work to facilitate occupancy.
Notwithstanding anything contained herein to the contrary, Tenant shall pay to Landlord the
difference between the cost of required HVAC and the additional capacity Tenant requires for any
laboratory installation. In all cases, the Building and all work performed at the Remaining Space
pursuant to this Section 44 must be in compliance with applicable building codes and be of the same
or better quality of materials and workmanship as the buildings at 313-315 Enterprise Drive have.



     45. PARKING IMPROVEMENTS. Landlord shall, at its own cost and expense, on or before April 1,
2009, increase the number of parking spaces for the Building to 175 spaces. Parking spaces in the
back of the building shall include spaces next to the Building as well as in the middle. All
concrete pads behind the Building shall be removed (except the one for a generator) and the
balusters in the middle of the back parking lot. Visitor spaces in front of the Building shall be
provided near the main entrance. Tenant shall have the right to approve the final site plan and
specifications for the 175 parking spaces in advance of commencement of work. Parking shall comply
with applicable building codes.



     46. LANDSCAPING, WALKWAYS, EXTERIOR LIGHTING AND CERTAIN REPAIRS. Landlord at its own cost
and expense shall (i) on or before April 1, 2009 upgrade the existing landscaping by trimming and
maintaining the trees and bushes, ensuring none encroach over the walkways, plant flowers, and
repair bare patches in the grass, all in a manner similar to the landscaping at 311 Enterprise
Drive, (ii) on or before April 1, 2009 install a concrete walkway satisfactory to Tenant to
provide a walking route from 311 Enterprise Drive to the Building, (iii) provide adequate exterior
lighting in the parking lots and along the walkways, satisfactory to Tenant, and (iv) on or before
April 1, 2009 inspect and repair, as needed, all concrete walkways, curbs, and stairs for cracks or
damage.



     47. ROOFTOP ANTENNA LICENSE. On or before May 15, 2008, Landlord shall have received an
assignment from Prior Landlord of Prior Landlord’s interest as licensor under The Rooftop Antenna
License dated October 17, 2006 between the Prior Landlord and Tenant (attached as Exhibit C to the
Prior Lease and Exhibit B to this Lease). Such license shall continue in effect with the Landlord
substituting for the Prior Landlord as the licensor and the terms and conditions described therein
shall apply to this Lease and are deemed incorporated herein by reference.



41









 





     48. FIBER OPTIC LINES. The fiber optic lines previously installed by Tenant shall be
maintained by Tenant and shall not become the property of Landlord until termination of this Lease.



     49. REIMBURSEMENT ALLOWANCE. Landlord shall reimburse Tenant up to a maximum of $250,000 in
the aggregate for costs and expenses incurred by Tenant in finishing the interior space and making
other improvements, upgrades, and modifications for the kitchen, bathrooms, and closet with slop
sink described in Section 44 in the Remaining Space. These items may include, but are not limited
to, toilets, sinks, counters, cabinets, flooring, tiles, lighting, mirrors, faucets, drywall,
ceilings, doors, and handles. Landlord shall reimburse Tenant within 30 days of receipt of
supporting documentation for the costs and expenses.



     IN WITNESS WHEREOF, the Landlord and the Tenant have executed or caused to be executed, these
presents, as of the date first hereinabove set forth.



	 	 	 	 	 
	 	109 MORGAN LANE, LLC

        as Landlord

 	 
	 	By:  	/s/ Arthur Rudner
 	 
	 	 	Arthur Rudner 	 
	 	 	 	 
	 
	 	INTEGRA LIFESCIENCES CORPORATION

        as Tenant

 	 
	 	By:  	/s/ Stuart M. Essig
 	 
	 	 	Name:  	Stuart M. Essig 	 
	 	 	Title:  	President and Chief
Executive Officer 	 



42









 






	 	 	 	 	 



Exhibit A












43









 








Exhibit B




ROOFTOP ANTENNA LICENSE





     This ROOFTOP ANTENNA LICENSE (“License”) is made and given this 17th day of October 2006, by
PROVESTCO, INC., a Delaware corporation (“Licensor”), and INTEGRA LIFESCIENCES CORPORATION, a
Delaware corporation (“Licensee”).



W I T N E S S E T H:




     WHEREAS, by a Lease (the “Lease”) dated the 17th day of October 2006, by and between Licensor
and Licensee, Licensor leased to Licensee certain premises containing 26,750 square feet of office
space (the “Premises”) located in a certain Building (“Building”) located at 109 Morgan Lane,
Plainsboro, New Jersey, which Premises are more particularly described in the Lease; and



     WHEREAS, Licensee desires to install one (1) antenna on the roof of the Building for use in
connection with its business in the Premises.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the parties hereto agree as follows:




	1.	 	Licensor hereby grants to Licensee a license to install, maintain and use a portion of the
roof of the Building for the purposes of installing one (1) rooftop antenna dish pursuant to
the specifications set forth on Exhibit “A” attached hereto and incorporated herein by
reference (“Antenna”) to be used in connection with Licensee’s business at the Premises.
Licensee shall be solely liable for the acquisition, installation, maintenance and operation
costs of such Antenna, and shall hold Licensor harmless from all costs and expenses in
connection therewith. The license granted herein by Licensor is not exclusive, and may be
revoked by Licensor for cause at any time, provided thirty (30) days prior written notice is
given to Licensee. Prior to the expiration of the said thirty (30) day period, Licensee shall
remove the Antenna and related equipment as provided hereinafter, and Licensee’s failure to so
remove the Antenna shall entitle Licensor to remove and dispose of the Antenna and related
cabling and equipment at Licensee’s sole cost.






	2.	 	The Antenna shall be installed as provided in the specifications. Any rooftop penetrations
must be performed in a good and workmanlike manner by duly licensed contractors approved or
designated by Licensor, and Licensee shall be liable for any damage to the roof or other
portions of the Building caused by such installation, maintenance or removal.






	3.	 	The Antenna shall be located on the portion of the roof of the Building as specified in
Exhibit “B” attached hereto, or as otherwise mutually agreed by the parties from time to time
(the “Licensed Area”). In addition, Licensee may run cables from the Antenna located in the
Licensed Area to the Premises at Licensee’s sole cost, provided Licensor consents to the
wiring in advance, and further provided that such wiring and installation of the Antenna shall
comply fully with all federal, state and local laws, rules, regulations, directives, codes and
ordinances.




44









 












	4.	 	The Antenna, related cabling and equipment (collectively, “Equipment”) shall remain the
personal property of Licensee, and shall not be deemed a fixture. Licensor shall not be
liable in any manner to Licensee for any damage sustained by the Equipment, no matter what the
cause, and Licensee agrees to keep the said Equipment adequately insured at Licensee’s sole
risk. Licensee shall remove the Equipment upon the termination of the license granted herein,
or upon the termination or earlier expiration of the Lease, and shall restore the Building,
Licensed Area, and Premises to their prior condition, ordinary wear and tear excepted.
Licensee further agrees to locate, operate and maintain the Antenna so as not to cause any
interference with the reception, transmission or other operation of other antennae, electrical
or electronic equipment in the Building or of other occupants of the Building, surrounding
property owners, governmental entities or public utilities.






	5.	 	Licensor shall grant Licensee reasonable access to the Licensed Area during the term of this
License in order for Licensee to install, maintain and remove the Equipment. Licensee, during
the term of this License, and Licensee’s contractors during any installation, maintenance and
removal of the Equipment, shall obtain and maintain in full force and effect, comprehensive
liability insurance in a minimum amount of One Million and No/100 Dollars ($1,000,000.00)
combined single limit, which insurance shall be issued by an insurer reasonably acceptable to
Licensor, shall name Licensor as an additional insured, shall require the insurer to notify
Licensor at least thirty (30) days prior to any change, non-renewal or cancellation of such
insurance, and shall waive the insurer’s rights to subrogation. Licensee shall provide
certificates of such insurance required herein to Licensor upon request. Licensee shall
indemnify, defend and hold Licensor harmless from and against all losses, damages, injuries,
violations, fines, claims, costs and expenses, including attorney’s fees, arising out of or in
connection with the License, the Equipment or Licensee’s use of the Licensed Area. The
insurance required herein may be provided in the form of an endorsement to the insurance
policy(ies) required in the Lease.





     IN WITNESS WHEREOF, Licensor has set its hand, and caused this License to be executed by its
authorized officer, on the date first set forth above.



	 	 	 	 	 	 	 
	 	 	LICENSOR:	 	 
	 
	 	 	 	 	 	 
	 	 	Provestco, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

	 	/s/ Harry H. Hallowell
 

Harry H. Hallowell

	 	 
	 
	 	Its:	 	Senior Vice President and Treasurer	 	 






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	 	 	LICENSEE:	 	 
	 
	 	 	 	 	 	 
	 	 	Integra LifeSciences Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Donald R. Nociolo
 

Donald R. Nociolo

	 	 
	 
	 	Its:	 	Senior Vice President, Operations	 	 






Sworn to and subscribed

before me this

11th day of October, 2006




	 	 	 
	/s/ Dianne Miller
 


	 	 
	 
	 	 
	Commission Expires          03/22/2007 

	 	 







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